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12-15-2020 packetDaiquiri Beebe, Ward 1 Russell Humphrey, Ward 2 Blake Irving, Ward 3 Mayor Pro Tem Joe P. Rodriquez, Ward 4 CITY OF HUNTSVILLE, TEXAS Andy Brauninger, Mayor Bert Lyle, Position 1 At-Large Dee Howard Mullins, Position 2 At-Large Vicki McKenzie, Position 3 At-Large Pat Graham, Position 4 At-Large HUNTSVILLE CITY COUNCIL AGENDA TUESDAY, DECEMBER 15, 2020 REGULAR SESSION 6 P.M. IN CITY COUNCIL CHAMBERS, HUNTSVILLE CITY HALL, 1212 AVENUE M, HUNTSVILLE, TEXAS 77340 City hall will implement 6-foot social distancing for those in attendance. The City reserves the right to take temperatures of those wanting to attend and requires attendees to wear face masks, subject to Attorney General Order GA-029. The City reserves the right to deny access to the meeting because of the above requirements for the safety of its citizens. For those who cannot attend because of the social distancing requirements or for the reasons listed above, the meeting will be broadcast live on the City website at www.HuntsvilleTX.gov/Meetings or on Facebook. The meeting will be recorded, and such recordings will be made available on the City website at www.HuntsvilleTX.gov. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary’s office (936.291.5413), two working days prior to the meeting for appropriate arrangements. MAIN SESSION [6 P.M.] CALL TO ORDER INVOCATION AND PLEDGES - U.S. Flag and Texas Flag: Honor the Texas Flag. I pledge allegiance to thee, Texas, one state, under God, one, and indivisible. 1. CONSENT AGENDA Public comments will be called for by the presiding officer before action is taken on these items. (Approval of Consent Agenda authorizes the City Manager to implement each item in accordance with staff recommendations. An item may be removed from the Consent Agenda and added to the Statutory Agenda for full discussion by request of a member of Council.) a. Approve the minutes of the City Council meetings held December 1, 2020. [Brenda Poe, City Secretary] b. SECOND READING - Consider authorizing the City Manager to enter into a contract for furniture for the new Police Department and Fire Station #2 facilities – Project No. 18-04-01, second reading. [Y. S. “Ram” Ramachandra, City Engineer] c. SECOND READING- Consider adopting Ordinance 2021-06 in denying the Distribution Cost Recovery Factor rate increase by Entergy Texas Inc., second reading. [Leonard Schneider, City Attorney] d. Consider authorizing the City Manager to enter into a Revocable License Encroachment Agreement with Rockbridge Homeowners Association, Inc. to install simulated stone bridge headwalls in the Rockbridge Drive Right-of-Way. [Y. S. “Ram” Ramachandra, City Engineer] e. Consider Resolution 2021-02 for the approval of the Rules and Procedures of the Board of Adjustment. [Kevin Byal, Building Official] f. Consider the Release of Utility Easements at previously existed Bearkat Lift Station and Mallory Lake Lift Station locations. [Y. S. “Ram” Ramachandra, City Engineer] 2. STATUTORY AGENDA a. SECOND READING - Consider the purchase of FY20-21 vehicles, to include all equipment, from multiple vendors, authorizing the City Manager to award the contract, second reading. [Brent S. Sherrod, P.E., Public Works Director] b. FIRST READING – Consider authorizing the City Manager to award a contract to supply and install storage items/equipment for the new Police Department Building – Project No. 18-04-01.2, first reading. [Y.S. “Ram” Ramachandra, City Engineer, and Bob Pearce, Purchasing Manager] c. Consider authorizing the City Manager to enter into an agreement with RPS Infrastructure, Inc. for professional engineering services for General Land Office (GLO) funded West Greenbriar Drive and River Oaks Drive Street and Drainage Improvement Projects – Project Nos. 21-10-08 and 21-10-09. [Y.S. “Ram” Ramachandra, City Engineer] 3. CITY COUNCIL/MAYOR/CITY MANAGER a. Consider approving nominees for City boards, committees, and commissions. [Andy Brauninger, Mayor] b. Consider authorizing the City Manager to enter into a Chapter 380 Agreement with Wischnewsky Huntsville for the construction of Parkwood Drive and associated improvements. [Tammy Gann, ED/Tourism Director, and Aron Kulhavy, City Manager] 4. REQUESTS FOR CITIZEN PARTICIPATION An opportunity for citizens to be heard on any topic and for the City Council to participate in the discussion. No action will be taken. None submitted. 5. MEDIA INQUIRIES RELATED TO MATTERS ON THE AGENDA 6. ITEMS OF COMMUNITY INTEREST (Hear announcements concerning items of community interest from the Mayor, Councilmembers, and City staff, for which no action will be discussed or taken.) 7. EXECUTIVE SESSION a. City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.071 – receive legal advice on Proposed Settlement of ETI's Request for a Generation Cost Recovery Rider. 8. RECONVENE Take action on items discussed in executive session, if needed. ADJOURNMENT *If, during the course of the meeting and discussion of any items covered by this notice, City Council determines that a Closed or Executive session of the Council is required, then such closed meeting will be held as authorized by Texas Government Code, Chapter 551, Section 551.071 – consultation with counsel on legal matters; 551.072 – deliberation regarding purchase, exchange, lease or value of real property; 551.073 – deliberation regarding a prospective gift; 551.074 – personnel matters regarding the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee; 551.076 – implementation of security personnel or devices; 551.087 – deliberation regarding economic development negotiation; Sec. 551.089 - deliberation regarding security devices or security audits; and/or other matters as authorized under the Texas Government Code. If a Closed or Executive session is held in accordance with the Texas Government Code as set out above, the City Council will reconvene in Open Session to take action, if necessary, on the items addressed during Executive Session. CERTIFICATE I, Brenda Poe, City Secretary, do hereby certify that a copy of the December 15, 2020 City Council agenda was posted on the City Hall bulletin board, a place convenient and readily accessible to the general public at all times, and to the City’s website, www.HuntsvilleTX.gov, in compliance with Chapter 551, Texas Government Code. DATE OF POSTING: 12/10/2020 TIME OF POSTING: 2:15 pm ____________________________ TAKEN DOWN: Brenda Poe, City Secretary MINUTES FROM THE HUNTSVILLE CITY COUNCIL REGULAR MEETING HELD ON THE 1st DAY OF DECEMBER 2020, IN THE CITY HALL, LOCATED AT 1212 AVENUE M, IN THE CITY OF HUNTSVILLE, COUNTY OF WALKER, TEXAS, AT 6:00 P.M. The Council met in a regular session with the following: COUNCILMEMBERS PRESENT: Daiquiri Beebe, Blake Irving (arrived at 5:25 p.m.), Russell Humphrey (arrived at 5:09 p.m.), Dee Howard Mullins, Bert Lyle (arrived at 5:03 p.m.), Joe P. Rodriquez, Andy Brauninger, Pat Graham, Vicki McKenzie (arrived at 5:08 p.m.) COUNCILMEMBERS ABSENT: None OFFICERS PRESENT: Aron Kulhavy, City Manager; Brenda Poe, City Secretary; Leonard Schneider, City Attorney WORKSHOP [5 P.M.] Council heard a presentation on the MLK Community Center feasibility study from Burditt Consulting Firm with Charles Burditt, Shane Howard, Nathan Brandt, and Paul Howard presenting. MAIN SESSION [6:00 P.M.] CALL TO ORDER – Mayor Brauninger called the meeting to order at 6:00 p.m. INVOCATION AND PLEDGES U.S. Flag and Texas Flag: Honor the Texas Flag. I pledge allegiance to thee, Texas, one state, under God, one, and indivisible. Mayor Pro Tem Rodriquez gave the invocation and Mayor Brauninger led the pledges. 1. CONSENT AGENDA Public comments will be called for by the presiding officer before action is taken on these items. (Approval of Consent Agenda authorizes the City Manager to implement each item in accordance with staff recommendations. An item may be removed from the Consent Agenda and added to the Statutory Agenda for full discussion by request of a member of Council.) a. Approve the minutes of the City Council meetings held on November 17, 2020. [Brenda Poe, City Secretary] b. SECOND READING - Consider authorizing the City Manager to award the construction for IH-45 Segment 2A Utility Relocation Project – Project No. 18-03-01, second reading. [Y. S. “Ram” Ramachandra, City Engineer] c. SECOND READING - Consider authorizing the City Manager to enter into an agreement with RPS Infrastructure, Inc. for professional engineering services for IH-45 Segment 2B Utility Relocation Design Project #21-10-03, second reading. [Y. S. “Ram” Ramachandra, City Engineer] Councilmember McKenzie made a motion to approve the consent agenda; the motion was seconded by Mayor Pro Tem Rodriquez. The motion was adopted, 9-0. 2. STATUTORY AGENDA a. FIRST READING - Consider the purchase of FY20-21 vehicles, to include all equipment, from multiple vendors, authorizing the City Manager to award the contract, first reading. [Brent S. Sherrod, P.E., Public Works Director] First reading, no action taken. b. FIRST READING - Consider authorizing the City Manager to enter into a contract for furniture for the new Police Department and Fire Station #2 facilities, first reading. [Y.S. “Ram” Ramachandra, City Engineer and Bob Pearce, Purchasing Manager] First reading, no action taken. c. Consider adoption of Ordinance 2021-05 to amend Ordinance 2020-27 to reinstate suspension of Utility Service for non-payment. [Steve Ritter, Finance Director] Mayor Pro Tem Rodriquez made a motion to adopt Ordinance 2021-05 to amend Ordinance 2020-27 to reinstate suspension of Utility Service for non-payment; the motion was seconded by Councilmember Mayor Brauninger. The motion failed, 1-8, with Mayor Pro Tem Rodriquez voting for the item. 3. CITY COUNCIL/MAYOR/CITY MANAGER a. FIRST READING - Consider adopting Ordinance 2021-06 in denying the Distribution Cost Recovery Factor rate increase by Entergy Texas Inc., first reading. [Leonard Schneider, City Attorney] First reading, no action taken. 4. REQUESTS FOR CITIZEN PARTICIPATION An opportunity for citizens to be heard on any topic and for the City Council to participate in the discussion. No action will be taken. a. Nick Ransford spoke about newly elected Councilmember Pat Graham and attendees not wearing masks at the November 17, 2020 meeting. 5. MEDIA INQUIRIES RELATED TO MATTERS ON THE AGENDA 6. ITEMS OF COMMUNITY INTEREST (Hear announcements concerning items of community interest from the Mayor, Councilmembers, and City staff, for which no action will be discussed or taken.) 7. EXECUTIVE SESSION a. City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.071 – consultation with legal counsel on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with chapter 551 relating to and for the purpose of attorney-client communications concerning the City of Huntsville New Police Headquarters and Fire Station #2/Fire Administration Building Project. The Council did not convene into Executive Session. ADJOURNMENT Mayor Brauninger adjourned the meeting without objection at 6:58 p.m. Brenda Poe, City Secretary ATTEST: CITY OF HUNTSVILLE ________________________________ ________________________________ Brenda Poe, City Secretary Andy Brauninger, Mayor Agenda Item #1b Item/Subject: SECOND READING – Consider authorizing the City Manager to enter into a contract for furniture for the new Police Department and Fire Station #2 facilities – Project No. 18-04-01, second reading. Initiating Department/Presenter: Engineering Presenter: Y.S. “Ram” Ramachandra, City Engineer and Bob Pearce, Purchasing Manager Recommended Motion: Move to authorize the City Manager to enter into a contract with HBI Office Solutions, Inc. in the amount of $449,264.82 for supply and installation of furniture for Police Department and Fire Station No. 2 facilities – Project No. 18-04-01. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: The new Police Department (PD) and Fire Station No. 2 (FS #2) facilities currently under construction will require substantial furnishings upon completion that is currently anticipated by end of March 2021. Pursuant to budget approved for the required furnishings, Public Safety and Engineering staff coordinated with the architect (Architect Design Group, ADG) and the City Purchasing staff to develop furniture bid specifications and conduct a competitive bid solicitation with bids opened November 4, 2020. The projects were bid separately for PD and FS #2 facilities to allow the City flexibility in award if deemed to be in the City’s best interest to award separately. Bid notices were published in the newspaper of record and on the City, Public Purchase and State of Texas Electronic State Business Daily bidding websites. Five (5) bids were received for each of PD and FS #2 facilities in response to the invitation for bids, as reflected in the bid tabulations. Specifications provided for an award based on best value, with selection criteria including, but not limited to: a) Purchase price b) Delivery time c) Bidder reputation d) Quality of the bid items e) Extent to which goods meet City needs. Upon analysis of the bid responses by the City staff with assistance from ADG, the following two (2) bidders emerged as the top two contenders for both PD and FS #2 facilities for bid award given the relative considerations of price and other evaluation criteria: 1) WRG, LLC, Dallas, TX (Alternate Bid): - PD Facility Bid: $353,076.83 - FS #2 Facility Bid: $91,224.73 ----------------------------- TOTAL $444,301.56 ----------------------------- 12/15/2020 Agenda Item: 1b CITY COUNCIL AGENDA Agenda Item #1b 2) HBI Office Solutions, Inc. (HBI), Huntsville, TX: - PD Facility Bid: $356,991.17 - FS #2 Facility Bid: $92,273.65 ----------------------------- TOTAL $449,264.82 ----------------------------- It should be noted that the lowest bids from DHospitality dba DH Contract (PD bid of $304,536 and FS #2 bid of $79,549), stipulated payment of 50% at time of order and additional 25% payment at 30 days out, representing a financial outlay of 75% of purchase price prior to delivery of furniture. This is contrary to the bid specification stating payment only upon delivery and acceptance of the subject furnishings. Thus, DH Contract is considered a non-responsive bidder. The top two (2) contending responses referenced above, WRG (alternate bid) and HBI, were vetted by the City staff. It was determined that the City staff team would visit the respective bidder facilities to get a first-hand view of the product quality proposed by both WRG and HBI. Those visits were completed during the weeks of November 16th and 23rd. Upon the visits to the bidders’ facilities and inspection of the line of offered furniture products, the City staff team opinion is that product needs and quality requirements would best be met by the proposal from HBI. City staff recommendation is to award a contract to HBI in the total amount of $449,264.82 for supply and installation of furniture for PD & FS #2 facilities. While this pricing is slightly higher than that provided by WRG at $444,301.56, staff is recommending City Council consideration to exercise the statutory allowance by Texas Local Government Code Chapter 271, Sec. 271.9051 which provides that a municipality may consider the location of a bidder’s principal place of business in awarding a bid: i) If the resident bidder is within five percent (5%) of the lowest non-resident bidder ii) Is for a contract or purchase of less than $500,000 iii) That the governing body determines in writing that the local bidder offers the municipality the best combination of contract price and additional economic development opportunities for the municipality created by the contract award. In this instance, the HBI pricing is within 1.12% of that provided by WRG. HBI can provide a delivered unit within 45-60 calendar days of order, which accommodates the construction time, and includes time for the vendor to finalize the custom details to be determined by the City such as finishes, color, etc. Given the factors referenced herein, HBI response is considered by the City staff to offer the best value to the City. Financial Implications: ☒Item is budgeted: 816-81601-68905 -PD Furniture, Fixtures & Equipment (FF&E) - In the amount of $ 798,690 816-81602-68905 -FS #2 Furniture, Fixtures & Equipment (FF&E) - In the amount of $ 457,310 Approvals: ☐City Attorney ☐Director of Finance ☒City Manager Associated Information: • Furniture Bid Summary for Police Department • Furniture bid Summary for Fire Station #2 ORDINANCE NO. 2021-06 AN ORDINANCE BY THE CITY OF HUNTSVILLE, TEXAS (“CITY”) DENYING THE DISTRIBUTION COST RECOVERY FACTOR RATE INCREASE REQUEST OF ENTERGY TEXAS, INC. FILED ON OCTOBER 22, 2020; SETTING JUST AND REASONABLE RATES FOR ENTERGY TEXAS, INC. FOR SERVICE WITHIN THE MUNICIPAL LIMITS; FINDING THAT THE MEETING COMPLIES WITH THE OPEN MEETINGS ACT; MAKING OTHER FINDINGS. WHEREAS, on or about October 22, 2020, Entergy Texas, Inc. (“Entergy”) filed an Application to Amend its Distribution Cost Recovery Factor (“DCRF”) with the City to increase electric rates by amending its DCRF rider pursuant to Public Utility Regulatory Act (“PURA”) Section 36.210; WHEREAS, City has exclusive original jurisdiction over the rates, operations and services of an electric utility within its municipal limits pursuant to PURA Section 33.001(a); WHEREAS, the jurisdictional deadline for the City to act in this rate matter is December 21, 2020; WHEREAS, Entergy’s existing DCRF rider is set to collect approximately $19.5 million per year; WHEREAS, Entergy’s proposed amended Distribution Cost Recovery Factor rider would increase customer rates in the Entergy Service Area by approximately $6.8 million per year, for a total of $26.3 million per year; WHEREAS, the City retained the Lawton Law Firm, P.C. to review the Company’s rate request and make necessary rate recommendations to the City; and WHEREAS, the Lawton Law Firm has recommended that the City deny the Company’s request to amend its Distribution Cost Recovery Factor. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, THAT: Section 1. That the statement and findings set out in the preamble to this ordinance are hereby in all things approved and adopted. Section 2. The City of Huntsville hereby denies Entergy’s request to amend its Distribution Cost Recovery Factor in total. Section 3. The meeting at which this ordinance was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code Chapter 551. Section 4. This ordinance shall become effective from and after its passage. PASSED AND APPROVED this 15th day of December 2020, following a first reading held on the 1st day of December 2020. THE CITY OF HUNTSVILLE _____________________________ Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: ___________________________ ___________________________ Brenda Poe, City Secretary Leonard Schneider, City Attorney Agenda Item #1d Item/Subject: Consider authorizing the City Manager to enter into a Revocable License Encroachment Agreement with Rockbridge Homeowners Association, Inc. to install simulated stone bridge headwalls in the Rockbridge Drive Right-of-Way. Initiating Department/Presenter: Engineering Presenter: Y. S. “Ram” Ramachandra, City Engineer Recommended Motion: Move to authorize the City Manager to enter into a Revocable License Encroachment Agreement with Rockbridge Homeowners Association, Inc. to install simulated stone bridge headwalls in the Rockbridge Drive Right-of-Way. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: Amstad Huntsville 1791, LP (Amstad), the developer of Rockbridge Subdivision, has been progressing with the development of single-family residential subdivision on a 54 acres tract near the southeast corner of FM 1791 and State Hwy 30 (location map is attached). Site development of Phase I of the Rockbridge subdivision was completed recently by developing 61 lots. There are 5 more phases planned to be completed in the next three years. When all phases are complete, there will be a total of approximately 251 single family residential lots in the Rockbridge Subdivision. Construction of residential structures in several lots in Phase 1 are already underway. The primary entry way to the Rockbridge subdivision is Rockbridge Drive, which is off of FM 1791. A homeowners’ association, called Rockbridge Homeowners Association, Inc. (HOA) has been formed in the Rockbridge subdivision. The Rockbridge HOA has approached the City to install simulated stone bridge headwalls on either side of Rockbridge Drive within the City of right-of-way. Simulated stone bridge headwalls will be located very near to the FM 1791 intersection to create a feel for predominant entrance to the Rockbridge subdivision. The Rockbridge HOA will construct the simulated headwalls at their cost. Short segments of existing sidewalk will need to be realigned to place the simulated stone bridge headwalls and this work will be also achieved at the Rockbridge HOA’s cost. Also, the Rockbridge HOA will assume all future maintenance responsibility. Moreover, the proposed agreement provides for removal of the headwalls by the Rockbridge HOA with a 30-day notice by the City. Staff recommends approval of the proposed Revocable License Encroachment Agreement with the Rockbridge HOA. Previous Council Action: None Financial Implications: ☒There is no financial impact associated with this item. 12/15/20 Agenda Item: 1d CITY COUNCIL AGENDA Agenda Item #1d Approvals: ☐City Attorney ☐Director of Finance ☐City Manager Associated Information: • Location Map • Proposed Revocable License Encroachment Agreement with Rockbridge HOA 100380038003700103700FM 1791SH 30 WSH 30 WFM 1791 NSH 30SH 30UV1791 UV1791N Æÿ30Æÿ30 BLANCO DR ROCKBRIDGE DR COMAL DRSAN GABRIEL STCITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 12/8/2020 ROCKBRIDGE SUBDIVISIONLOCATION OF PROPOSED SIMULATEDSTONE BRIDGE HEADWALLS 1 in = 250 ft 0 250 500125 Feet On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: The City of Huntsville, TX GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis LOCATION OF PROPOSED SIMULATEDSTONE BRIDGE HEADWALLS LEGEND PROPOSED SIMULATED HEADWALL PROPERTY LINES Page 1 of 5 STATE OF TEXAS § § COUNTY OF WALKER § REVOCABLE LICENSE ENCROACHMENT AGREEMENT THIS AGREEMENT is made and entered into on the _____ day of _____________, 20___, by and between the City of Huntsville, Texas , a municipal corporation organized and existing under the laws of the State of Texas, (referred to as the “City”), and its heirs, successors and assigns, and Rockbridge Homeowners Association, Inc., Grantee, Owner of Improvements Subject to Easement, situated on property located at 23 F.M. 1791 (“Property”), being more particularly described by metes and bounds in Exhibit “A” and shown on a Plat in Exhibit “B”, attached hereto and incorporated herein for all purposes. WITNESSETH 1. For and in consideration of the true and faithful performance of the mutual covenants herein contained, City hereby grants to the Grantee a Revocable License to construct/ install and/or allow to remain, improvement(s) (“Improvement”) that encroaches upon, uses and/or occupies portions of the space under, on and/or above public rights-of-way. The location and description of the encroachment is more particularly described in Exhibit “C”, attached hereto, and made a part hereof for all purposes. The encroachment is also subject to any special conditions specified on Exhibit “C.” 2. The City hereby grants to the Grantee a Revocable License to Encroach within the City’s right-of-way and agrees to the following: that the Improvement shall remain the property of the Grantee, that the Grantee shall take full responsibility, including maintenance and/or repair, of the Improvement, that there shall be no cost to the City for the purchase, installation, operation, maintenance, and/or removal of said Improvement. 3. The Grantee expressly understands and agrees that the Improvement encroaches upon the City’s premises, and that the Improvement may remain so long as they shall stand in good condition. If the Improvement is in need of inspection, and/or repair, the Grantee expressly allows the City to enter the premises to inspect the Improvement. Page 2 of 5 4. If the Grantee, his heirs, successors and/or assigns desires to remove improvements, and terminate this agreement, Grantee shall, at the option of the City and at no expense to the City, restore the right-of-way by filling in any holes or other damage by the removal of the same, to a condition acceptable to the City, and in accordance with then existing City specifications. It is understood and agreed to by Grantee that if this Agreement terminates and Grantee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Property for the costs expended by the City to remove such Improvement. 5. The City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Grantee understands and agrees that the City shall bear no responsibility or liability for damage or disruption of Improvement installed by Grantee or its successors, but the City will make reasonable efforts to minimize such damage. 6. Grantee shall arrange for all activities and improvements in the easements to be discontinued and / or removed within thirty (30) days of written notification, at the discretion of City, for: (1) Lack of maintenance to the easement; (2) Failure to provide access to the City or its designees; or (3) Compliance with a City Council directive that use of the easement by the Applicant be discontinued and the cost associated with the discontinuing of such activities, and the removal of such improvements, as well as property adjacent to the easement necessitated by such discontinuation of the easement, shall be borne by the Applicant. 7. It is further understood and agreed upon between the parties hereto that if the governing body of the City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right-of-way to be used for any other public purpose, including but not being limited to underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural gas or electricity, or any other public purpose, whether presently contemplated or not, that this Agreement shall automatically terminate. 8. Grantee understands and agrees that the granting of any encroachment grants no ownership rights to the property and the Grantee, its successors or assigns shall not seek compensation Page 3 of 5 from City for loss of the value of the improvements made hereunder when such improvements are required to be removed by Applicant. 9. Grantee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Improvement, encroachment and uses. 10. Grantee 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, arising out of or in connection with, directly or indirectly, the construction, maintenance, occupancy, use, existence or location of said improvement and encroachment and uses granted hereunder. 11. Grantee agrees to the recording of this agreement in the Walker County Clerk’s Office in order to memorialize of record the understanding between the parties. Upon removal of the said Improvement, the parties agree to record a Termination of Encroachment Agreement to remove this agreement of record. In the event the governing body of the City decides to revoke the license at any time or for any reason, then the City may file a Termination of Encroachment Agreement which shall terminate the license. 12. This agreement shall be binding upon the parties hereto, their successors and assigns, including subsequent owners of the Improvement, in perpetuity or until a Termination of Encroachment Agreement is recorded. 13. Governing Law: This agreement shall be interpreted and construed in accordance with the laws of the State of Texas. 14. Binding Effect: This agreement and the covenants contained herein shall be binding upon the parties hereto, their successors and assigns and shall ensure to the benefit of them, their heirs, successors and assigns. 15. Entire Agreement: This agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. Page 4 of 5 16. No Waiver: Any failure by a party hereto to assist upon the strict performance by the other party of any of the provisions of this agreement shall not be deemed a waiver of any of the provisions hereof, and such priority, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by the other party of the provisions of this agreement to be performed by the other party. 17. Enforceability: If any provision of this agreement is invalid or unenforceable as against any person or under certain circumstances, the remainder of this agreement and applicability of such provision to other persons or circumstances shall not be affected thereby. Each provision of this agreement, except as otherwise herein provided, shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have duly executed this agreement the day and year first above written. City of Huntsville, Texas By: ________________________ Aron Kulhavy, Its City Manager State of Texas County of Walker This instrument was acknowledged before me on the ______ day of _______________, 20___ by Aron Kulhavy, City Manager for City of Huntsville. _____________________________ Notary Public, State of Texas Agenda Item #1e Item/Subject: Consider Resolution 2021-02 for the approval of the Rules and Procedures of the Board of Adjustment. Initiating Department/Presenter: Development Services Presenter: Janet Ridley, City Planner Recommended Motion: Move to approve the adopted Rules and Procedures of the Board of Adjustment. Strategic Initiative: Goal #2 - Communications - Provide public information outreach efforts that inform the public of City operations, accomplishments and policies and allows for citizens input on matters of Council policy. Discussion: The current Development Code, adopted by City Council, with the passing of Ordinance 2015-33, created the Board of Adjustment. The Board of Adjustment first adopted Rules and Regulations on March 4, 2016, with revisions approved on June 1, 2018, November 19, 2020 and December 4, 2020. The Texas State Legislature passed HB 2497, with effective date of September 1, 2019, amending Texas Local Government Code § 211.008. This section provides regulations for Boards of Adjustment. Texas Local Government Code now requires that the governing body of the municipality, (City Council), approve rules adopted by the Board of Adjustment. Recently the Board of Adjustment revised and approved their Rules and Procedures on November 19, 2020 and on December 4, 2020. Prior to approval by the Board, the revised Rules and Procedures were reviewed by the City Attorney. The revised Rules and Procedures were found to be in compliances with the requirements of Texas Local Government Code § 211.008 by the City Attorney. Previous Council Action: Current Development Code adopted by Ordinance 2015-33, passed and approved on July 18, 2015. Board of Adjustment was created per the Current Development Code. Financial Implications: ☒There is no financial impact associated with this item. Approvals: ☒City Attorney ☐Director of Finance ☒City Manager Associated Information: • Resolution 2021-02 • Board of Adjustment Rules and Procedures 12/15/20 Agenda Item: 1e CITY COUNCIL AGENDA RESOLUTION NO. 2021-02 A RESOLUTION APPROVING THE RULES AND PROCEDURES OF THE BOARD OF ADJUSTMENT. WHEREAS, The City Council of the City of Huntsville adopted the current Development Code by passing and approving Ordinance 2015-33 on August 18, 2015 with the effective date of August 28, 2015; and WHEREAS, the Development Code created the Board of Adjustment; and WHEREAS, Texas State Legislature passed HB 2497 with the effective date of September 1, 2019 which has amended Texas Local Government Code § 211.008 (e) to require that adopted rules of the Board of Adjustment be approved by the governing body of the City; and WHEREAS, the Board of Adjustment adopted Rules and Procedures on March 4, 2016 with revisions approved by the Board on June 1, 2018, November 19, 2019 and December 4, 2020; and the Rules and Procedures have been reviewed by City Council; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS: SECTION 1: The matters set forth in the preamble are true and correct. SECTION 2: Upon recommendation of the City Attorney, City Council has found the Board of Adjustment Rules and Procedures to be in compliance with the requirements of Texas Local Government Code §211.008. SECTION 3: The Rules and Procedures of the Board of Adjustment are officially adopted and approved. SECTION 4: This resolution shall take effect immediately upon its adoption by City Council. PASSED AND APPROVED on this the 15th day of December 2020. THE CITY OF HUNTSVILLE ____________________________ Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: ___________________________ ___________________________ Brenda Poe, City Secretary Leonard Schneider, City Attorney Agenda Item #1f Item/Subject: Consider the Release of Utility Easements at previously existed Bearkat Lift Station and Mallory Lake Lift Station locations. Initiating Department/Presenter: Engineering Presenter: Y. S. “Ram” Ramachandra, City Engineer Recommended Motion: Approve the release of Utility Easements at previously existed Bearkat Lift Station and Mallory Lake Station locations. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: The City constructed sanitary sewer gravity main (mainly 8”, 12” and 15” sewer pipes) on the east side of State Highway 19 during 2018 / 2019 as part of the overall sanity sewer infrastructure improvement plan as identified in the existing 2016 Water and Wastewater study. This completed gravity main provided a few major benefits among which is the elimination of three lift stations (as lifting and pumping of sewer was no longer needed). Bearkat Lift Station, Mallory Lake Lift Station and Highway 190 Lift Station are the lift stations that the City decommissioned and abandoned with the installation of the sewer gravity main. This agenda item is pertaining to the release of the existing utility easements that were previously granted to the City for the purpose of locating and operating Bearkat Lift Station and Mallory Lake Lift Station. With the decommissioning and abandonment of Bearkat and Mallory Lake Lift Station, utility easements that were granted for lift station purposes are no longer needed and are hereby proposed to be released. Also, the release of these easements was part of the considerations for replacement easements that were granted by the property owners for installing gravity sewer mains. Release of these easements is in compliance with provisions in the easements granted by these owners. Previous Council Action: None Financial Implications: ☒There is no financial impact associated with this item. Approvals: ☒City Attorney ☐Director of Finance ☒City Manager Associated Information: • Location map of abandoned Bearkat and Mallory Lake Lift Stations • Release of Easement to Gibbs Brothers & Co. (Bearkat Lift Station location) • Release of Easement to KBME, LLC (Mallory Lake Lift Station location) 12/15/20 Agenda Item: 1f CITY COUNCIL AGENDA O L D P H E LP S R D SH 19SH19SH 19SH 19SH 19SH 19Æÿ19 Æÿ19Æÿ19 Æÿ19 Æÿ19 Æÿ19 GAIL LN O A K B E N D SARA LN MEADOWLNHEATHERHI LLNAN WAYHUTSONGREENWOOD STCRESTHI LLBEARKAT BLVD OAK LAWN ST OLIVE ST PARKHILL ST VARSITY DRGREENLEAF ST WINDWOODFROSTWOODWILDWOODHILL PINECIRCLE DR BEARKAT BLVD O L D P H E L P S R D VARSITY DR Mallery Lake CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 12/8/2020 LOCATIONS OF ABANDONED BEARKATLIFT STATION & MALLORY LAKE LIFT STATION 1 in = 500 ft 0 490 980245 Feet On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: The City of Huntsville, TX GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis LOCATION OF ABANDONEDBEARKAT LIFT STATION LEGEND BEARKAT & MALLORY LIFT STATION LOCATIONS PROPERTY LINES LOCATION OF ABANDONED MALLORY LAKE LIFT STATION PARTIAL ABANDONMENT AND RELEASE OF EASEMENTS NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. Date: ______ day of ______________, 20___. Grantor: THE CITY OF HUNTSVILLE, a home-rule municipal corporation of the State of Texas Grantor’s Mailing Address: 1212 Avenue M, Huntsville (Walker County), Texas 77340. Grantee: GIBBS BROTHERS & COMPANY, L.P., a Texas Limited Partnership Grantee’s Mailing Address: P.O. Box 711, Huntsville (Walker County), Texas 77342. Easement Property: 1). All that certain Utility Easement, for a 50-foot square Lift Station site, situated in said THOMAS GIBBS SURVEY, Abstract No. 220, granted by Gibbs Brothers & Company to the City of Huntsville, Texas, dated July 23, 1990 and recorded in Volume 125, page 041, Official Public Records of Walker County, Texas. 2). Being 0.040 acre (1,745 square feet) of land, more or less, out of and a part of a called 276 acre tract, situated in said THOMAS GIBBS SURVEY, Abstract No. 220, described in a Deed from W. S. Gibbs, et al to Gibbs Brothers & Company, dated December 30, 1916 and recorded in Volume 40, page 39, Deed Records of Walker County, Texas and also a portion of a called 0.6726 acre parcel described as “Tract No. 1-A, Line No. D-1” in a Utility Easement granted by Gibbs Brothers & Company to the City of Huntsville, Texas, dated July 23, 1990 and recorded in Volume 125, page 045, Official Public Records of Walker County, Texas, said 1,745 square feet of land being described by metes and bounds in EXHIBIT “A” attached hereto. Grantor, does hereby abandon, release and quitclaim, to Grantee, all of its right, title and interest in the Easement Property. THE CITY OF HUNTSVILLE By: ___________________________________ Aron Kulhavy, City Manager THE STATE OF TEXAS } } ACKNOWLEDGMENT COUNTY OF WALKER } This instrument was acknowledged before me on this the _________ day of __________________, 20___, by Aron Kulhavy. ______________________________________ Notary Public, State of Texas After Recording please return to: Engineering/City Surveyor 448 State Hwy. 75 N Huntsville, Texas 77340 EXHIBIT “A” Page 1 of 1 CITY OF HUNTSVILLE, TEXAS Engineering - Surveying 448 State Hwy. 75 North Huntsville, Texas 77320 THE STATE OF TEXAS § COUNTY OF WALKER § I, Leonard E. Woods, Registered Professional Land Surveyor No. 2524, do hereby certify that the following field notes represent a survey made on the ground of the following described tract or parcel of land located in Walker County, Texas. Coordinates and bearings herein are referred to the Texas Coordinate System of 1983, Central Zone and are based on the position of National Geodetic Survey (formerly known as the U. S. Coast & Geodetic Survey) Primary Airport Control Station (PACS) monument designated “T39 A” having published NAD 83 (1993) coordinates of N= 3,128,437.762 meters and E= 1,154,289.433 meters. Distances herein are U. S. Survey Feet in “Grid” units and may be converted to “Geodetic Horizontal” by dividing by a combined scale factor of 0.99988. Being 0.040 acre (1,745 square feet) of land, more or less, out of and a part of a called 276 acre tract, situated in said THOMAS GIBBS SURVEY, Abstract No. 220, described in a Deed from W. S. Gibbs, et al to Gibbs Brothers & Company (G.B.&CO.), dated December 30, 1916 and recorded in Volume 40, page 39, Deed Records of Walker County, Texas and also a portion of a called 0.6726 acre parcel described as “Tract No. 1-A, Line No. D-1” in a Utility Easement granted by G.B.&CO. to the City of Huntsville, Texas, dated July 23,1990 and recorded in Volume 125, page 045, Official Public Records of Walker County, Texas, said 1,745 square feet of land being described by metes and bounds as follows: COMMENCING, for reference only, within said G.B.&CO. 276 acre tract, at the southeast corner of called 50-foot square lift station site, described in a Utility Easement granted by G.B.&CO. to the City of Huntsville, Texas, dated July 23,1990 and recorded in Volume 125, page 041, Official Public Records, found a 1/2” iron rod for corner having coordinates of N= 10,254,334.74 feet and E= 3,805,703.00 feet; THENCE N 25°20’18” E, with the east line of said 50-foot square lift station site, a distance of 29.55 feet to the POINT OF BEGINNING, being the intersection of said east line with a south line of said City of Huntsville 0.6726 acre Utility Easement, a point for corner being the southwest corner of the herein described 1,745 square feet of land; THENCE N 25°20’18” E, continuing with the east line of said 50-foot square lift station site, a distance of 7.96 feet to a point for corner within said City of Huntsville 0.6726 acre Utility Easement; THENCE S 64°25’27” E, within in said 0.6726 acre Utility Easement, a distance of 268.63 feet to a point for corner within said City of Huntsville 0.6726 acre Utility Easement; THENCE S 21°42’00” W, across said 0.6726 acre Utility Easement, a distance of 5.03 feet to a point for a reentrant corner of said City of Huntsville 0.6726 acre Utility Easement; THENCE N 65°03’00” W, with a south line of said City of Huntsville 0.6726 acre Utility Easement, a distance of 268.95 feet to the POINT OF BEGINNING. Surveyed: April 2017. Signed_________________________________ Leonard E. Woods Reg. Prof. Land Surveyor No.2524 Y:\SURVEYORS\PROJECTS\COH15\UE\16-10-03\LIFT STATION ABANDONMENT\GBC\161003_9 ABANDON EX A.fns.doc ABANDONMENT AND RELEASE OF EASEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. Date: ______ day of ______________, 20___. Grantor: THE CITY OF HUNTSVILLE, a home-rule municipal corporation of the State of Texas Grantor’s Mailing Address: 1212 Avenue M, Huntsville (Walker County), Texas 77340. Grantee: KBME, L.L.C. Grantee’s Mailing Address: 661 Old Phelps Road, No. A, Huntsville (Walker County), Texas 77340. Easement Property: All that certain Utility Easement, containing 0.0763 of an acre of land, for a Lift Station site, granted by A.F.G. Management Company to the City of Huntsville, Texas, dated March 13, 1990 and recorded in Volume 123, page 638, Official Public Records of Walker County, Texas Grantor, does hereby abandon, release and quitclaim, to Grantee, all of its right, title and interest in the Easement Property. THE CITY OF HUNTSVILLE By: ___________________________________ Aron Kulhavy, City Manager THE STATE OF TEXAS } } ACKNOWLEDGMENT COUNTY OF WALKER } This instrument was acknowledged before me on this the _________ day of __________________, 20___, by Aron Kulhavy. ______________________________________ Notary Public, State of Texas After Recording please return to: City Surveyor 448 State Hwy. 75 N Huntsville, Texas 77340 Agenda Item #2a Item/Subject: SECOND READING - Consider the purchase of FY20-21 vehicles, to include all equipment, from multiple vendors, authorizing the City Manager to award the contract, second reading. Initiating Department/Presenter: Public Works Presenter: Brent S. Sherrod, P.E., Public Works Director Recommended Motion: Move to authorize the City Manager to purchase FY20-21 vehicles to include equipment, from multiple vendors, in the total amount of $1,792,841.59 including all fees and authorize the City Manager to award the contract. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: Each year, the City’s vehicle fleet is assessed by the Fleet Manager for normal maintenance and overall condition. Each fleet asset is assigned an expected life condition, with police vehicles rated on a 6-7-year life expectancy and general City fleet rated on 12-year life expectancy. These assessments formulate the Fleet Replacement Schedule for each subject budget year and has yielded (31) replacement vehicles and equipment necessary for FY20-21. The vehicle and equipment requirements for FY20-21 are denoted on the attached Vehicle Purchase Summary spreadsheet, and include: - five (5) Ford Explorer Police Package SUVs (4) for HPD Patrol and (1) for School Resource Officer (SRO) (Rockdale Ford) - two (2) Harley Davidson Police Motorcycles and all equipment (lights, sirens and decals) for Patrol (The Ranch Harley Davidson) - four (4) Chevrolet 1500 4x2 double cab pickups (1) for Street Dept, (1) for Building Maintenance, (1) for Building Inspection’s and (1) for Solid Waste (Wiesner Huntsville) Wiesner was not low bid but was less than 2.8% more so we went with local vender. This is allowed by policy since it is less than 5%. - three (3) Ford F250 Crew cab LWB (2) for Street Dept, and (1) Parks (Bill Fick Ford) - one (1) Ford F250 4x2 double cab pickup for (1) for Parks (Bill Fick Ford) - two (2) Chevrolet 3500 Crew cab DRW, LWB with service bed and ladder rack (1) for Streets (1) for Wastewater (Wiesner Huntsville) - one (1) Ford F250 Crew Cab SWB (Red) (1) Fire Dept. (Bill Fick Ford) - one (1) Autocar ACX64 Residential side load with Heil body (1) for Solid Waste. (Chastang Bayou City Autocar) - one (1) Autocar ACX64 Commercial front load with Heil Body (1) for Solid Waste. (Chastang Bayou City Autocar) - one (1) Freightliner with High Roller 12’ bed (1) for Streets. (Houston Freightliner) - two (2) Chevrolet 1500 regular cab 4x2 (2) for Water (Meter Reading) (Wiesner Huntsville) - four (4) Kubota ZD1211 side discharge commercial mower (2) for Parks, (1) for AJ Brown Wastewater Plant (1) for Robinson Creek Wastewater Plant (Huntsville Truck and Tractor) - two (2) John Deere Backhoes (1) for Street Dept and (1) for Water Dept (Doggett John Deere) 12/15/2020 Agenda Item: 2a CITY COUNCIL AGENDA Agenda Item #2a - two (2) Kubota Skid steers (1) for Parks and (1) for N.B. Davidson Wastewater Plant (W C Tractor) - six (6) Buy Board Fee at $400 ($2,400) - one (1) HGAC Fee at $1000 ($1,000) The sellers for each of the subject units are identified by the green highlighted items in the attached summary. Fleet and Purchasing staff have obtained vehicle pricing worksheets from two (2) local venders and two (2) regional cooperative contract award holders to assure competitive and advantageous pricing for the City’s vehicle requirements. The Texas Association of School Boards (TASB) Buyboard program has historically afforded Texas municipalities a sound purchasing position given the competitive vehicle pricing available under the program. This cooperative contract meets all requirements of Texas Local Government Code 252 pursuant to competitive bidding by Texas municipalities. Fleet and Purchasing staff have evaluated the vehicle pricing worksheets received to determine (from among Ford and Chevrolet) the best value to the City when considering price, critical options/equipment availability and cost, and warranty coverage/term. Previous Council Action: None Financial Implications: ☒Item is budgeted: 306-379-69040 In the amount of $ 1,382,984.95_Includes Buy board Fees ☒Item is budgeted: 306-379-69020 In the amount of $ 368,860.64_Includes Buy board Fees ☒Item is budgeted: 101-551-69040 In the amount of $ ___40,996.00 Includes Buy board Fees Associated Information: • Vehicle Purchase Summary • Mileage and maintenance summary 2021 Vehicle Purchase Bill Fick Rockdale Caldwell Chastang Bayou Houston The Ranch Wiesner Randall Reed GrapvineBudgetFord Ford Chevy City Autocar Freightliner Harley Ford Dodge Over/Under Total Cost Cost Cost Cost Cost Cost Cost Cost Cost Budget323-1147 3500 DRW Crew Cab Work Bed 42,915.00$ 42,324.88$ 43,439.00$ 42,915.00$ 39,813.00$ No Bid No Bid (3,102.00)$ 39,813.00$ 323-1149 F250 Crew Cab 29,610.00$ 28,145.93$ 31,260.00$ 29,610.00$ 28,812.00$ 29,770.00$ 28,984.00$ (1,464.07)$ 28,145.93$ 323-220 1500 Double Cab 24,950.00$ 26,078.44$ 29,521.00$ 24,120.00$ 24,814.00$ 27,200.00$ 24,726.00$ (136.00)$ 24,814.00$ 323-039 F250 Crew Cab 29,610.00$ 28,145.93$ 31,260.00$ 29,610.00$ 28,812.00$ 29,770.00$ 28,984.00$ (1,464.07)$ 28,145.93$ 375-1151 1500 Double Cab 24,120.00$ 26,078.44$ 29,521.00$ 24,120.00$ 24,814.00$ 27,200.00$ 24,726.00$ 694.00$ 24,814.00$ 368-1152 1500 Reguler Cab 24,950.00$ 24,488.75$ 29,521.00$ 24,950.00$ 23,714.00$ 25,940.00$ 23,870.00$ (1,236.00)$ 23,714.00$ 368-1153 1500 Reguler Cab 24,950.00$ 24,488.75$ 29,521.00$ 24,950.00$ 23,714.00$ 25,940.00$ 23,870.00$ (1,236.00)$ 23,714.00$ 363-1150 3500 DRW Crew Cab Work Bed 42,915.00$ 42,324.88$ 43,439.00$ 42,915.00$ 39,813.00$ No Bid No Bid (3,102.00)$ 39,813.00$ 422-1148 F250 Crew Cab 29,610.00$ 28,145.93$ 31,260.00$ 29,610.00$ 28,812.00$ 29,770.00$ 28,984.00$ (1,464.07)$ 28,145.93$ 422-282 F250 Double Cab 27,575.00$ 27,040.06$ 28,210.00$ 27,575.00$ 27,331.00$ 28,460.00$ 28,984.00$ (534.94)$ 27,040.06$ 551-1501 Ford Explorer PPV 34,000.00$ No Bid 33,997.00$ 34,574.00$ (3.00)$ 33,997.00$ 551-1502 Ford Explorer PPV 34,000.00$ No Bid 33,997.00$ 34,574.00$ (3.00)$ 33,997.00$ 551-1503 Ford Explorer PPV 34,000.00$ No Bid 33,997.00$ 34,574.00$ (3.00)$ 33,997.00$ 551-1504 Ford Explorer PPV 34,000.00$ No Bid 33,997.00$ 34,574.00$ (3.00)$ 33,997.00$ 551-1806 Harley Davidson plus all Equipment 23,800.00$ 23,797.05$ (2.95)$ 23,797.05$ 551-1807 Harley Davidson plus all Equipment 23,800.00$ 23,797.05$ (2.95)$ 23,797.05$ 555-1314 Ford Explorer PPV 34,000.00$ No Bid 33,997.00$ 34,574.00$ (3.00)$ 33,997.00$ 444-283 1500 Chevy Double Cab 24,950.00$ 26,078.44$ 29,521.00$ 24,120.00$ 24,814.00$ 27,200.00$ 24,726.00$ (136.00)$ 24,814.00$ 724-288 1500 Chevy Double Cab 24,950.00$ 26,078.44$ 29,521.00$ 24,120.00$ 24,814.00$ 27,200.00$ 24,726.00$ (136.00)$ 24,814.00$ 375-1515 Autocar/Heil Side Loader 350,000.00$ 348,942.00$ (1,058.00)$ 348,942.00$ 373-1507 Autocar/Heil Front Load 350,000.00$ 336,318.00$ (13,682.00)$ 336,318.00$ 552 F250 Crew Cab SWB (Red)29,165.00$ 28,158.00$ 29,580.00$ 29,916.00$ 29,575.00$ 28,811.00$ (1,007.00)$ 28,158.00$ 323-130 High Rollor 112,000.00$ 112,000.00$ -$ 112,000.00$ 1,409,870.00$ 139,635.85$ 169,985.00$ 685,260.00$ 112,000.00$ 47,594.10$ 226,310.00$ (29,085.05)$ Vehicle Total 1,380,784.95$ 2021 Equipment Purchase Huntsville Normangee WC Doggett Mustang Truck and Tractor Tractor Tractor John Deere Cat364-1326 1211 Kubota Mower 14,135.00$ 14,135.00$ 14,225.00$ -$ 14,135.00$ Buy Board/HGAC Fee 3,400.00$ 362-382 BackHoe 102,000.00$ 100,358.00$ 109,055.00$ (1,642.00)$ 100,358.00$ Vehicle Total 1,380,784.95$ 323-369 BackHoe 102,000.00$ 100,358.00$ 109,055.00$ (1,642.00)$ 100,358.00$ Equipment Total 367,660.64$ 365-1135 1211 Kubota Mower 14,135.00$ 14,135.00$ 14,225.00$ -$ 14,135.00$ Harley Equipment 40,996.00$ 365-845 Skid Steer 65,000.00$ 55,202.32$ (9,797.68)$ 55,202.32$ Total Cost 1,792,841.59$ 422-1328 1211 Kubota Mower 14,135.00$ 14,135.00$ 14,225.00$ -$ 14,135.00$ 422-1329 1211 Kubota Mower 14,135.00$ 14,135.00$ 14,225.00$ -$ 14,135.00$ 422-844 Skid Steer 65,000.00$ 55,202.32$ (9,797.68)$ 55,202.32$ 390,540.00$ 56,540.00$ 110,404.64$ 200,716.00$ (22,879.36)$ Equipment Total Budget Number 367,660.64$ Perferred Vender Buy Board /HGAC Fee 3,400.00$ Total cost Total Under Budget (51,964.41)$ VenderBuy Board/Hgac FEE Harley Davidison Equipment account number 101-551-69040 Vehicle Total $40,996.00 is added in with asset purchase for all equipmentEquipment Total Under Budget 2021 Vehicle Purchase Maintenance and Miles/Hours Asset # Asset Miles Hours Total maintenance Cost323-1147 3500 DRW Crew Cab Work Bed 90,000 13,226.61$ 323-1149 2500 Crew Cab 122,000 14,415.67$ 323-220 1500 Double Cab 85,000 5,079.24$ 323-039 2500 Crew Cab 98,000 15,209.01$ 375-1151 1500 Double Cab 85,000 6,114.08$ 368-1152 1500 Reguler Cab 99,000 8,030.48$ 368-1153 1500 Reguler Cab 66,000 4,390.00$ 363-1150 3500 DRW Crew Cab Work Bed 131,000 20,721.59$ 422-1148 2500 Crew Cab 57,000 4,749.85$ 422-282 2500 Double Cab / Super Cab 96,000 5,810.83$ 551-1501 Ford Explorer PPV 81,000 7,260.90$ 551-1502 Ford Explorer PPV 96,000 10,549.20$ 551-1503 Ford Explorer PPV 113,000 15,142.46$ 551-1504 Ford Explorer PPV 89,000 3,784.01$ 551-1806 Harley Davidson plus all Equipment 38,000 2,875.33$ 551-1807 Harley Davidson plus all Equipment 33,000 2,857.64$ 555-1314 Ford Explorer PPV 65,000 6,975.35$ 444-283 1500 Chevy Double Cab 86,000 5,719.31$ 724-288 1500 Chevy Double Cab 98,000 11,848.94$ 375-1515 Autocar/Heil Side Loader 6900* 43,404.55$ 373-1507 Autocar/Heil Front Load 47,600 86,392.09$ 552 2500 Crew Cab SWB (Red) N/A Decision Pkg. New323-130 High Rollor 5,500 42,469.90$ *vehicle had hour meter replaced Asset # Asset Miles Hours Total Maintance Cost364-1326 1211 Kubota Mower 900 4,077.14$ 362-382 BackHoe 4,500 20,955.69$ 323-369 BackHoe 3,700 42,699.16$ 365-1135 1211 Kubota Mower 700 12,324.45$ 365-845 Skid Steer 1,800 12,620.49$ 422-1328 1211 Kubota Mower 1,700 5,553.40$ 422-1329 1211 Kubota Mower 2,400 12,913.08$ 422-844 Skid Steer 2,600 3,044.86$ 2021 Equipment Purchase Maintenance and Miles/Hours Agenda Item #2b Item/Subject: FIRST READING – Consider authorizing the City Manager to award a contract to supply and install storage items/equipment for the new Police Department Building – Project No. 18-04-01.2, first reading. Initiating Department/Presenter: Engineering Presenter: Y.S. “Ram” Ramachandra, City Engineer, and Bob Pearce, Purchasing Manager Recommended Motion: Move to suspend the rules of procedure requiring two readings and authorize the City Manager to award a contract to supply and install storage items/equipment for the new Police Department Building – Project No. 18-04-01.2. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: The new Police Department (PD) building that is currently under construction will require new storage items / equipment to house items needed for the police department activities. Upon the City’s request, Southwest Solutions Group, Houston, Texas has provided quotes for various needed storage items totaling to $317,420. Description of the items, quantities and unit prices are included in the attached quote provide by the Southwest Solutions. The storage items / equipment described herein are available to the City through a Sourcewell cooperative purchasing contract (No. 121919-KI) awarded to the recommended vendor in February 2020 and valid through February 2024. This cooperative contract affords product discounts to the City 40.5%-54% off vendor list price, depending on product category. Sourcewell was formerly the National Joint Powers Alliance (NJPA), a highly respected cooperative agency founded in 1978. The City has previously utilized several of their contracts for purchases. This cooperative contract meets all requirements of Texas Local Government Code 252 pursuant to competitive bidding by Texas municipalities. Funds to purchase storage items / equipment for the new Police Department building has been budgeted in the 2016 Bond Proposition project account in the Furniture, Fixtures and Equipment (FF&E) line item. Authorizing this agenda item by waiving the Second Reading will help in beginning the procurement process sooner, as some of the items need longer lead time to be supplied and could have an impact on the timeline for overall project delivery. Previous Council Action: N/A Financial Implications: ☒Item is budgeted: 816-81601-68905 -PD Furniture, Fixtures & Equipment (FF&E) – Current balance is $ 441,699 12/15/2020 Agenda Item: 2b CITY COUNCIL AGENDA Agenda Item #2b Approvals: ☐City Attorney ☒Director of Finance ☒City Manager Associated Information: • Price Quotation from Southwest Solutions Group for PD Storage Items ! !" #4$$ %&" '( %)*9 +++, -+ . ," %- / 0.*1, -1 2 231 04$ #&" $,520" 6778 2 1* 0.. 9$ $: 0..$ 6;<=778 2 1* 0.. 9$ $: 0..$ < )2 1* 0..%!Sourcewell Member ID 31701 %=>9?;? 9</@8?;=9?<=7?<%? <8; ; ..#.3 .0131 1 A-91 & 1B -+ . ," 7?=!69? +C* "3 * (289?($($ $D$$<-.0)E "C:C#"- *.8 -?F3 7?<<7"C<"+.. !?<2 6%68;76;? %!+)(289? $D$$= 1<-.0) 6"...)0" *" )3"C))*)- .01 .. #1*" 1 " *G30.)+) "-") .#-".3* 0.*..#+ 1,= "."" ...)"C.0 .. , "* C 0. . 1 3" ) .. -F 0.*1,%"- * - +..F+F , ;8?%").10.*..1 -33 .. ) -,C *"" )33 .1 #." 3"), / 1,Heavy Duty :C H+H 8J? ?=!76E %8:? < 6% <??7%?E8= !$H H! =:? 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" -+#0, <"+..2 " ;$((I6 ?**" 0! $G G$$$G G$$ < )2 1* 0..%!Sourcewell Member ID 31701 Total Sourcewell Contract Project Cost $317,420.10 Agenda Item #2c Item/Subject: Consider authorizing the City Manager to enter into an agreement with RPS Infrastructure, Inc. for professional engineering services for General Land Office (GLO) funded West Green Briar Drive and River Oaks Drive Street and Drainage Improvement Projects – Project Nos. 21-10-08 and 21-10-09. Initiating Department/Presenter: Engineering Presenter: Y.S. “Ram” Ramachandra, City Engineer Recommended Motion: Move to authorize the City Manager to enter into an agreement with RPS Infrastructure, Inc. for professional engineering services for General Land Office (GLO) funded West Green Briar Drive and River Oaks Drive Street and Drainage Improvement Projects – Project Nos. 21-10-08 and 21-10-09. Strategic Initiative: Goal #4 - Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: State of Texas General Land Office (GLO) has awarded the City a grant amount of $1,848,750 under Community Development Block Grant – Disaster Recovery (CDBG-DR) program to make improvements to drainage crossings and streets at the following locations: a) West Green Briar Drive near Freemont Drive b) River Oaks Drive near East Lake Drive Locations of the above projects are shown in the attached map. The project locations have been experiencing frequent street flooding. River Oaks Drive experiences overtopping during even moderate rain events at the project location. West Green Briar Drive has been experiencing constant street overtopping ever since Hurricane Harvey event during August 2017. Both project locations met the GLO requirements to allocate funds for drainage and street improvements. The City signed the contract with GLO for CDBG-DR program grant amount of $1,848,750 in June 2020. The City of Huntsville matching funds will be $54,865, making the total available funds to $1,903,615 for drainage and street improvements in River Oaks Drive and West Green Briar Drive project locations. The funds will be utilized for design and construction of the improvements. This project improvements primarily involve: 1) providing improvements to existing drainage crossings (replacing with larger size culverts) 2) elevating the street to the extent possible (probably 1 to 2 feet) 3) Improving upstream and downstream channels by providing grading and slope stabilization Above listed proposed improvements will significantly reduce the frequency of street flooding. At this time, the staff has completed Request for Qualifications (RFQ) process for procuring professional engineering services, meeting the GLO and City requirements. Twelve (12) professional firms submitted their 12/15/2020 Agenda Item: 2c CITY COUNCIL AGENDA Agenda Item #2c qualifications. At the completion of the review of proposals and deliberation, staff selection committee determined RPS Infrastructure, Inc, TX as the top ranked firm. RPS Infrastructure, Inc. has provided a negotiated proposal for scope of work and fees to provide survey, design, needed coordination with GLO, FEMA and Elkins Lake Rec Corp, bidding and construction support services for the project. Proposed professional services fees by RPS Infrastructure, Inc. is $246,650 for the above-mentioned services. The proposed fee is fair and reasonable for the required tasks and is recommended for approval. The project design is anticipated to be completed and be ready to advertise for bids in August/September 2021. The conceptual cost of construction of the proposed drainage and street improvements is in $1.6 million range. Previous Council Action: Resolution 2018-01 was passed on 10/17/2017 authorizing submission of GLO Disaster Relief Application in the amount of $750,000 with a match of $50,000, but was reaffirmed on 8/20/2019 to submit GLO Disaster Recovery application in 2019 for the $1.8M allocation provided by HGAC with a $54,865 match for projects on West Green Briar Drive and River Oaks Drive. Financial Implications: ☒Item is not budgeted: $1,848,750 of monies needed for the project will come from grant funds and staff will have a Budget Amendment for Council approval at the first Council meeting in January. $54,865 of the monies for the project are City monies and staff will request those funds from the Wastewater CIP Fund Unallocated Budget which has an existing balance in excess of $890,000. Approvals: ☐City Attorney ☒Director of Finance ☒City Manager Associated Information: • Location Map • RPS Infrastructure, Inc. Proposal for Prof Engineering Services • Draft Engineering Agreement Elkins Lake AzaleaLake Camelia Lake CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 12/8/2020 PROPOSED W. GREENBRIAR & RIVER OAKS DRSTREET & DRAINAGE IMPROVEMENT LOCATIONS 1 in = 600 ft 0 590 1,180295 Feet On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: The City of Huntsville, TX GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis W. GREENBRIAR LOCATION LEGEND STREET & DRAINAGE IMPROVEMENT LOCATIONS PROPERTY LINES RIVER OAKS DR. LOCATION RIVER OAKS DR. W. GREENBRIAR . rpsgroup.com 575 N. Dairy Ashford Suite 700 Houston, Texas 77079 T +1 281 589 7257 Page 1 December 8, 2020 Mr. Y.S. Ramachandra, P.E., C.F.M. City Engineer City of Huntsville 448 SH 75 N Huntsville, Texas 77320 RE: Professional Engineering Services Proposal for West Greenbriar and River Oaks Drainage Improvements City of Huntsville Project No. 21-10-08 and 21-10-09 GLO Contract No. 20-065-128-C439 RPS Project No. 8028 Dear Mr. Ramachandra: Thank you for the opportunity to provide professional engineering services to the City of Huntsville (City) for the above project. This proposal provides a detailed scope and fee of engineering services to evaluate, design, and construct the channel and culvert improvements at West Greenbriar and River Oaks located in the Elkins Lake subdivision as shown on the attached Exhibit. BACKGROUND The proposed project locations have been identified as areas of concern for the City for the last several years. Post Hurricane Harvey, the City has documented stormwater runoff overtopping the road at both locations causing residents to be stranded, immobilizing emergency vehicles from passing through the area, and undermining the City’s maintained infrastructure. The City’s access to the N.B. Davidson Wastewater Treatment Plant is also impeded by the overtopped roadways that could create significant delays in making repairs or adjustments at the plant. RPS has been selected to analyze the flows and water surface elevations at both roadway crossings and provide recommendations for improvements. The City has been awarded a CDBG grant through GLO to assist in the funding of this project. It should be noted that a part of the work on West Greenbriar Drive drainage and street improvements is proposed on property owned by Elkins Lake Recreation Corporation. Prior to work commencing, it will be required that easements and/or an agreement should be in place prior to beginning construction. ASSUMPTIONS The project scope is based on the assumptions identified below. 1. The City is working toward obtaining environmental clearance by January 2021. 2. The GLO grant deadline is August 2022. 3. The City will provide all surveying needs for the project including boundary and topographic information. 4. The City will provide all available studies, plans, and details of all drainage infrastructure at these locations that may be helpful in design of this project. Our ref: Mr. Y.S. Ramachandra, P.E., C.F.M. City of Huntsville West Greenbriar and River Oaks Drainage Improvements December 8, 2020 . rpsgroup.com Page 2 5. USACE permitting will be determined during the preliminary engineering phase. Any additional effort in preparing permit applications will be considered an additional service. 6. During the Bid Phase, the City will manage the distribution of bid documents and maintain a bidders list. The City will advertise the project in a local newspaper and on their website. 7. The City will provide construction inspection services. 8. The City will provide the materials testing during construction. 9. Fees will be invoiced evenly between both projects to assist the City with GLO reimbursement. Task 1 - Project Management and Coordination 1. Attend coordination meetings with the City during the preliminary and final engineering phases. It is anticipated that there will be no more than four (4) coordination meetings throughout the project design. All other coordination will occur via email or phone conferences. 2. Attend up to two (2) City Council meetings as requested by City Staff. 3. Attend quarterly meetings with GLO to discuss project progress. 4. Coordination with the Elkins Lake HOA and present project recommendations at board meeting as requested. 5. Private utility coordination including map requests to identify potential conflicts during construction. 6. Project Management will include documentation/records along with task management and workload scheduling. RPS will also complete progress reports, prepare project scheduling, coordinate internal meetings, and prepare meeting summaries. Task 2 - H&H Modeling and Recommendations 1. Review Existing FEMA models and make adjustments as necessary. 2. Reference updated LiDAR terrain data and clean up known elevation discrepancies. 3. Review survey data and any as-builts available. 4. Delineate drainage areas in order to calculate peak flows at each project location. 5. Run HEC-RAS model and review output to better size the crossings at designated storm events. 6. Review model and make adjustments in order to ensure no negatives impacts downstream. 7. RPS will prepare a technical memo documenting results with proposed recommendations for the drainage improvements. 8. Necessary coordination and correspondence with FEMA. Task 3 - Permitting Assessment 1. Conduct one (1) field visit to take site photos and gather information pertaining to wetlands and ordinary high water mark. 2. Threatened and endangered species habitat assessment. 3. Prepare technical memo including exhibits and permitting needs based on proposed recommendations. Task 4 - Preliminary Engineering 1. Conduct one (1) field visit to take site photos and gather information pertaining to existing conditions. 2. Utilize existing utility drawings, schematics, studies and as-builts provided by the City for the drainage improvements. RPS will provide the final design criteria utilized for the design of the proposed improvements that satisfies all stake holders. Our ref: Mr. Y.S. Ramachandra, P.E., C.F.M. City of Huntsville West Greenbriar and River Oaks Drainage Improvements December 8, 2020 . rpsgroup.com Page 3 3. Using modeling results, RPS will prepare preliminary drawings for City review that will be considered 30% complete. 4. RPS will prepare a preliminary construction cost estimate. 5. RPS will complete GLO 30% milestone requirements. 6. Meet with City of Huntsville at the end of the preliminary phase to discuss preliminary design drawings and review comments. 7. RPS will address comments from the City at the following 60% milestone submittal. Task 5 - Final Design 1. Prepare full sized (22”x34") drawings at a scale of 1” = 20’ and submit to the City for review and comment. Submittal milestones will include 60%, 95%, and 100%. 2. Table of contents of the project manual will be submitted at the 60% milestone. 3. Prepare updates to the construction cost estimate at the 60%, 95%, and 100% milestones. 4. List of design sheets will include: a. Cover, Index and General Notes Sheet (3) b. Survey Control and Project Layout (2) c. Demolition Plan (2) d. Plan and Profile Sheets (4) e. Culvert Layouts (2) f. Traffic Control and Detour Plan Sheets (6) g. Typical SWPPP and details (4) h. Standard Detail sheets (3) 5. Draft project manual with standards, specifications, bid tabs, permit requirements for bidding and utilizing the city modified EJCDC Contract Documents will be submitted at the 95% milestone. 6. RPS will complete GLO 100% milestone requirements. 7. We will submit final CAD files to the City in AutoCAD Civil3D version 2017. Task 6 - Bid Phase Services 1. Provide an electronic copy and four (4) hard copies of Bid Documents to the City Purchasing Manager. 2. Participate in the pre-bid conference for prospective bidders. 3. Receive, review and answer questions received from plan holders and issue addenda as required. 4. Attend bid opening. 5. Check bids for errors, responsiveness and tabulate results. 6. Review the qualifications of the apparent low bidder. 7. Issue a recommendation for Award. 8. The City will compile contract documents, obtain necessary signatures and send executed contract to the Contractor. Task 7 – Limited Construction Phase Services Construction is estimated to be approximately four (4) months for substantial completion. RPS will provide the following services during the construction of this project: 1. We will facilitate the pre-construction meeting, prepare agenda and meeting notes. 2. Review and take appropriate action on contractor submittals. 3. Respond to contractor’s requests for information (RFIs) by email. 4. Manage change order requests and make recommendations. Our ref: Mr. Y.S. Ramachandra, P.E., C.F.M. City of Huntsville West Greenbriar and River Oaks Drainage Improvements December 8, 2020 . rpsgroup.com Page 4 5. Review monthly Pay Estimates submitted by Contractor. 6. RPS will schedule and conduct construction progress meetings and provide meeting minutes for distribution. It is anticipated that progress meetings will occur every four (4) weeks to review work progress and schedule, outstanding issues, status of submittals, responses to shop drawings, and any changes to the work. 7. RPS will maintain records of all decisions, actions, and activities with regard to construction operations (change orders, RFIs, submittals, RFPs, and as-built coordination). 8. Along with the City and Contractor, attend one (1) inspection at Substantial Completion; prepare punch list and one (1) final inspection. Contractor is responsible for submitting to City of Huntsville, Notification of Substantial Completion and Final Acceptance, and TCEQ NOI/NOT forms. 9. Complete final GLO requirements at construction completion including Certificate of Construction Completion, Engineer’s Certification Letter, and As-Built Drawings. 10. Complete any other necessary documentation and certification that are requested by GLO for the Engineer of Record. SCHEDULE We propose to perform the basic engineering services for the West Greenbriar and River Oaks Drainage Improvements project as described herein for the following durations: Basic Services Preliminary Design Phase 12 Weeks City Review and Comments 4 Weeks Final Design 60% Submittal 8 Weeks City Review and Comments 2 Weeks Final Design 95% Submittal 4 Weeks City Review and Comments 2 Weeks Final Design 100% Submittal 4 Weeks Total Duration 36 Weeks FEE SUMMARY We propose to perform the basic engineering services for Greenbriar and River Oaks Drainage Improvement project as described herein on a lump sum basis as outlined below. Fees will be invoiced to each project activity as outlined below in the GLO contract: Basic Services Task 1 – Project Management and Coordination Flood & Drainage Facilities $ 14,650.00 Street Improvements $ 15,250.00 Task 2 – H&H Modeling and Recommendations Flood & Drainage Facilities $ 10,900.00 Street Improvements $ 11,400.00 Task 3 – Permitting Assessment Flood & Drainage Facilities $ 4,850.00 Street Improvements $ 5,000.00 Task 4 – Preliminary Engineering Flood & Drainage Facilities $ 18,400.00 Street Improvements $ 19,200.00 Our ref: Mr. Y.S. Ramachandra, P.E., C.F.M. City of Huntsville West Greenbriar and River Oaks Drainage Improvements December 8, 2020 . rpsgroup.com Page 5 Task 5 – Final Design Flood & Drainage Facilities $ 52,050.00 Street Improvements $ 54,200.00 Task 6 – Bid Phase Services Flood & Drainage Facilities $ 5,250.00 Street Improvements $ 5,500.00 Task 7 – Limited Construction Phase Services Flood & Drainage Facilities $ 13,500.00 Street Improvements $ 14,000.00 Reimbursable Expenses Flood & Drainage Facilities $ 1,250.00 Street Improvements $ 1,250.00 Basic Services Subtotal Flood & Drainage Facilities $ 120,850.00 Street Improvements $ 125,800.00 Total Contract Amount $ 246,650.00 TERMS AND CONDITIONS RPS proposes to perform this scope of work on a lump sum basis. We are prepared to proceed within 24- hours of receipt of your written authorization or executed contract. CLOSING Thank you for considering RPS for this important project for the City of Huntsville, Texas. Please do not hesitate to contact Natalie Weiershausen, P.E. or me to discuss any items. Sincerely, Mike McClung, P.E., CFM Houston Water Team Leader MRM:ng Attachment Wimbledon DrAzalea Cir Chatham Dr W Green Briar Dr D urham D rW Lakeshore Cir N Wimbledon DrE Lake DrWoodland Valley DrAzalea Cir W Lake CirE Lake DrW Green Briar Dr Rollingwood DrRiver Oaks Dr Iris Cir ³ 400 0 400200 Feet Azalea Lake Elkins Lake Legend Roads Channel Improvements Culvert Improvements Amesbury Ct West Greenbriar andRiver Oaks DrainageImprovements Channel and CulvertImprovements RPS PROJ. NO.: DATE: December 2020 EXHIBIT1SCALE:1 " = 400 ' PROFESSIONAL ENGINEERING SERVICES FOR NON-HOUSING PROJECTS UNDER THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CONTRACT NO. 20-065-128-C439 THE City of Huntsville (the “SUBRECIPIENT”) and RPS Infrastructure, Inc. , Tax Identification Number 76-0147348 (“PROVIDER”), each a “Party” and collectively, “the Parties,” enter into the following contract for professional engineering services (the “Contract”) pursuant to the Professional Services Procurement Act, TEX. GOVT. CODE 2254 and 2 C.F.R. Part 200. WHEREAS, the SUBRECIPIENT has received U.S. Department of Housing and Urban Development Community Development Block Grant – Disaster Recovery (“CDBG-DR”) funds, administered by the Texas General Land Office (“GLO”) for damage sustained from Hurricane Harvey; and WHEREAS, the CDBG-DR program is funded under the Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief requirements Act, 2017 (Public Law 115- 56), enacted on September 8, 2017. NOW, THEREFORE, the Parties agree to the following terms and conditions: I. DEFINITIONS / INTERPRETIVE PROVISIONS / PROJECT DESCRIPTION 1.01 DEFINITIONS “Activity” means a defined class of works or services authorized to be accomplished using CDBG-DR grant funds. Activities are specified in SUBRECIPIENT Budgets as ‘Category,’ and the terms are interchangeable under this Contract. “Administrative and Audit Regulations” means the regulations included in Title 2, CFR, Part 200. Chapter 321 of the Texas Government Code; Subchapter F of Chapter 2155 of the Texas Government Code; and the requirements of Article VII herein. With regard to any federal funding, agencies with the necessary legal authority include: the relevant federal agency, the Comptroller General, the General Accounting Office, the Office of Inspector General, and any of their authorized representatives. In addition, state agencies and/or designee’s with the authority to audit and inspect include, the SUBRECIPIENT, the GLO, the GLO’s contracted examiners, the State Auditor’s Office, the Texas Attorney General’s Office and the Texas Comptroller of Public Accounts. 2 “Attachment” means documents, terms, conditions, or additional information physically added to this Contract following the execution page, or incorporated by reference, as if physically. “Benchmark” or “Billing Milestone” means a clearly defined set of incremental services that must be performed; or an interim level of accomplishment that must be met by PROVIDER in order to receive periodic incremental and final reimbursement for services under this Contract. “CDBG—DR” means the Community Development Block Grant—Disaster Recovery Program administered by the U.S. Department of Housing and Urban Development, in cooperation with the GLO. “Certificate of Construction Completion” means a document submitted by an engineer or, if none, a construction contractor, to a SUBRECIPIENT which, when executed by the SUBRECIPIENT, indicates acceptance of the non-housing project, as built. “Contract” means this entire document, along with any Attachments, both physical and incorporated by reference; and any Amendments, Revisions, or Technical Guidance Letters that may be issued by the GLO, to be incorporated by the GLO, to be incorporated by reference herein for all purposes as they are issued, if any. “Contract Period” means the period of time between the effective date of a contract and its expiration or termination date. “Deliverable” means a unit or increment of work to include, any item, report, data, document, photograph, or other submission required to be delivered under the terms of this Contract, in whatever form. “Federal Assurances” means Standard Form 424B (Rev. 7-97) (non-construction projects); or Standard Form 424D (Rev. 7-97) (construction projects), in Attachment A, attached hereto and incorporated herein for all purposes. “Federal Certifications” means U.S. Department of Commerce Form CD-512 (12-04), “Certifications Regarding Lobbying – Lower Tier Covered Transactions,” also in Attachment A, attached hereto and incorporated herein for all purposes. “Fiscal Year” means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. “GAAP” means “Generally Accepted Accounting Principles.” “GASB” means the Governmental Accounting Standards Board. “General Affirmations” means the statements in Attachment B, attached hereto and incorporated herein for all purposes, which PROVIDER affirms by executing this Contract. 3 “GLO” means the Texas General Land Office, its officers, employees, and designees. “HSP” means HUB Subcontracting Plan, as outlined by Chapter 2161 of the Texas Government Code. “HUB” means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. “HUD” means the United States Department of Housing and Urban Development. “Mentor Protégé” means the Comptroller of Public Accounts’ leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/ “Non-housing” refers to a project involving the restoration and/or repair of infrastructure facilities and the economic revitalization activities approved under a CDBG-DR program grant. “Performance Statement” means PROVIDER’s detailed scope of work hereby incorporated for all purposes as Attachment C. “Project” means the professional engineering services described in SECTION 1.03 of this Contract and in any applicable Attachments. “Project Completion Report” means a report containing an “as built” accounting of all projects completed under a CDBG-DR non-housing grant and containing all information required to completely close out a grant file. “Project Implementation Manual” means a set of guidelines for the CDBG-DR Program, incorporated herein by reference for all purposes in its entirety. “Project Period” means the stated time for completion of a Project assigned by Work Order, if any. “Prompt Pay Act” means Chapter 2251, Subtitle F of Title 10 of the Texas Government Code. “PROVIDER” means RPS Infrastructure, Inc., selected to provide the services under this Contract, if any. “Public Information Act” means Chapter 552 of the Texas Government Code. “Quarterly Report” means a document submitted by PROVIDER to a SUBRECIPIENT for approval and submission to the GLO as a condition of reimbursement, as discussed in SECTION 1.05 and ARTICLE III, below. 4 “RFQ”/“RFP” means the SUBRECIPIENT’s Request for Qualification / Proposal, or the Solicitation, as defined below. “Scope of Work” means PROVIDER’s detailed scope of work hereby incorporated for all purposes as Attachment C. “Solicitation” means SUBRECIPIENT’s Request for Qualification / Proposal, including any Addenda. “Solicitation Response” means PROVIDER’s full and complete response to the Solicitation, including any Addenda. “State of Texas TexTravel” means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. “Subcontractor” means an individual or business that signs a contract to perform part or all of the obligations of PROVIDER under this Contract. “SUBRECIPIENT” means City of Huntsville , a local governmental body or political subdivision that receives funds under HUD’s CDBG—DR Program for non-housing projects. “SUBRECIPIENT Agreement” means the contractual agreement for a CDBG-DR non- housing grant between the GLO and the SUBRECIPIENT for which PROVIDER performs services assigned by the SUBRECIPIENT, if any. “Technical Guidance Letter or ‘TGL’” means an instruction, clarification, or interpretation of the requirements of the CDBG-DR Program, issued by the GLO to specified recipients, applicable to specific subject matter, to which the addressed Program participants shall be subject. 1.02 INTERPRETIVE PROVISIONS (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms; (b) The words “hereof,” “herein,” “hereunder,” and similar words refer to this Contract as a whole and not to any particular provision, section, attachment, work order, or schedule of this Contract unless otherwise specified; (c) The term “including” is not limiting and means “including without limitation” and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by the 5 terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (d) The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract; (e) All attachments within this Contract, including those incorporated by reference, and any amendments are considered part of the terms of this Contract; (f) This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with its terms; (g) Unless otherwise expressly provided, reference to any action of the SUBRECIPIENT or by the SUBRECIPIENT by way of consent, approval, or waiver shall be deemed modified by the phrase “in its/their sole discretion.” Notwithstanding the preceding sentence, any approval, consent, or waiver required by, or requested of, the SUBRECIPIENT shall not be unreasonably withheld or delayed; and (h) Time is of the essence in this Contract. 1.03 PROJECT PROVIDER shall perform, or cause to be performed, professional engineering services as required for disaster recovery projects in the City of Huntsville, Walker County, Texas, as authorized under GLO Contract No. 20-065-128-C439 (“SUBRECIPIENT’s Contract”), as may be amended from time to time, and as outlined in detail in the Performance Statement, attached hereto and incorporated herein for all purposes as Attachment C (“the Project”). PROVIDER is responsible for obtaining SUBRECIPIENT’s most current Performance Statement, Implementation Schedule, Budget (“SUBRECIPIENT’s Documents”), and any other documentation which may be required to accomplish the Project that is the subject of this Work Order. Such documents are incorporated herein by reference in their entirety for all purposes. No work may begin, and no charges may be incurred prior to the effective date of SUBRECIPIENT’s Contract and/or Amendment, to which this Work Order is related, with the exception of assistance to SUBRECIPIENT in completing the grant application as necessary, and other pre-execution services authorized by prior, written approval of the GLO, if any. SUBRECIPIENT Documents may be obtained from the SUBRECIPIENT or the SUBRECIPIENT's Grant Administrator, and their effective date and status as executed documents must be confirmed by PROVIDER 6 prior to commencement of any services. Document status may be confirmed through the GLO. PROVIDER may obtain GLO contact information from the SUBRECIPIENT. The PROVIDER shall serve as the SUBRECIPIENT’s professional representative in the planning, design, bidding, and construction phases of the Project as outlined in the Proposal dated October 23, 2020 from RPS Infrastructure, Inc. (the proposal is hereinafter referred to as “Exhibit 1”), and shall give consultation and advice to the SUBRECIPIENT during the performance of its services. In the event of conflict between any provisions in this Agreement and any provisions in Exhibit 1, the provisions in this Agreement will control. (a) Planning, Designing, Bidding Support, and Construction Support - (1) Refer to Exhibit 1 (b) Additional Services of PROVIDER - (1) If authorized in writing by the SUBRECIPIENT, the PROVIDER shall provide Additional Services that are not already a part of Exhibit 1 and these will be paid by the SUBRECIPIENT a fee negotiated between the SUBRECIPIENT and the PROVIDER. It is agreed that if any of the additional services listed in this Section 3 are a part of Exhibit 1, then Exhibit 1 controls. Any additional services authorized (including services in addition to the ones listed below) will be in writing and signed by both Parties and attached to this Agreement: (2) Preparation of applications and supporting documents for governmental grants, loans or advances in connection with the PROJECT; preparation or review of environmental assessments and impact statements; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the PROJECT. (3) Services to perform geotechnical investigations, materials testing, engineering surveys or topographic surveys for design, to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by the SUBRECIPIENT. (4) Services resulting from significant changes in general scope of the PROJECT or its design including, but not limited to, changes in size, complexity, SUBRECIPIENT's schedule, or character of construction; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are due to causes beyond the PROVIDER's control. (5) Providing renderings or models for the SUBRECIPIENT's use. 7 (6) Preparing documents for alternate bids requested by SUBRECIPIENT for work which is not executed or documents for out of sequence work. (7) Investigations involving detailed consideration of operations, maintenance and overhead expenses; and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals and valuations; detailed quantity surveys of material, equipment and labor; and audits or inventories required in connection with construction performed by the SUBRECIPIENT. (8) Furnishing the services of special consultants for other than the normal civil, structural, mechanical and electrical engineering and normal architectural design incidental thereto, such as consultants for communications, acoustics, and landscaping. (9) Services in connection with change orders to reflect changes requested by SUBRECIPIENT if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered, and services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages. (10) Services during out of town travel required of the PROVIDER other than visits to the PROJECT site or to regulatory agency offices having jurisdiction over the PROJECT. (11) Additional or extended services during construction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contractor, (3) prolongation of the contract time of any prime contract by more than sixty (60) days, (4) acceleration of the work schedule involving services beyond normal working hours, and (5) default by any Contractor. (12) Construction staking for the PROJECT. (13) Land surveys and office computations required to develop plats and metes and bounds descriptions for easement or property acquisition. (14) Preparation of operating and maintenance manuals. (15) Services after completion of the Construction Phase, such as inspections during any guarantee period and reporting observed discrepancies under guarantees called for in any contract for the PROJECT. (16) Preparing to serve or serving as a consultant or witness for SUBRECIPIENT in any litigation, public hearing or other legal or administrative proceeding involving the PROJECT. 8 (17) Additional services in connection with the PROJECT, including services normally furnished by the SUBRECIPIENT and services not otherwise provided for in this Agreement. (18) If requested by the SUBRECIPIENT or recommended by the PROVIDER and agreed to in writing by the SUBRECIPIENT, a Resident Project Representative and assistants will be furnished and will act as directed by the PROVIDER in order to provide more extensive representation at the PROJECT site during the Construction Phase. (19) Through more extensive on site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative (if furnished) and assistants, the PROVIDER shall endeavor to provide further protection for SUBRECIPIENT against defects and deficiencies in the work, but the furnishing of such Resident Project Representation will not make the PROVIDER responsible for construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or for Contractor(s)' failure to perform the construction work in accordance with the Contract Documents. (20) Reimbursable Services of the PROVIDER: Reimbursable services shall include the following items when authorized in writing by the SUBRECIPIENT: transportation and subsistence of principals and employees on special trips to the PROJECT or to other locations; long distance telephone and telegraph calls as required to expedite the work of the Contractor; reproduction of drawings and specifications. (c) SUBRECIPIENT Responsibilities - (1) The SUBRECIPIENT AGREES to provide the PROVIDER with complete information concerning the requirements of the PROJECT and to perform the following services: (2) Access to the Work: The SUBRECIPIENT shall guarantee access to and make all provisions for the PROVIDER to enter upon public and private lands as required for the PROVIDER to perform such work as surveys and inspections in the development of the PROJECT. (3) Consideration of the PROVIDER's Services: The SUBRECIPIENT, or an agent appointed by SUBRECIPIENT, shall give thorough considerations to all reports, sketches, estimates, drawings, specifications, proposals, and other documents presented by the PROVIDER, and shall inform the PROVIDER of all decisions within a reasonable time so as not to delay the work of the PROVIDER. 9 (4) Legal Requirements: The SUBRECIPIENT shall serve all required public and private notices, receive and act upon all protests and fulfill requirements necessary in the development of the PROJECT. (5) Proposals: The SUBRECIPIENT shall advertise for Proposals from Bidders, open the Proposals at the appointed time and place and pay all costs incidental thereto. (6) Protection of Markers: The SUBRECIPIENT shall protect to the best of its ability, all stakes and other markers set by the PROVIDER prior to the assumption of such responsibility by the Contractor. Replacement of markers or stakes which have been damaged, moved or removed shall be paid for by the SUBRECIPIENT as extra services of the PROVIDER. (7) Standards: The SUBRECIPIENT shall furnish the PROVIDER with a copy of any design and construction standards it shall require the PROVIDER to follow in the preparation of Contract Documents for the PROJECT. (8) SUBRECIPIENT's Representative: The SUBRECIPIENT shall designate in writing, by appendix to this Agreement, a single person to act as the SUBRECIPIENT's Representative with respect to the services to be per- formed under this Agreement. The person designated as SUBRECIPIENT's Representative shall have complete authority to transmit instructions, receive information, interpret and define SUBRECIPIENT's policy and decisions, with respect to the materials, equipment, elements and systems pertinent to the services covered by this Agreement. The SUBRECIPIENT may also appoint, and will notify the PROVIDER of such appointment, a 3rd party to act as the SUBRECIPIENT’s agent for consideration of the PROVIDER’s services set forth in Section 1.03, Paragraph (c)3 above. The PROVIDER shall perform services necessary under this Agreement in a competent and professional manner with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license, as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. The SUBRECIPIENT's approval of drawings, design, specifications, reports incidental engineering services or materials furnished hereunder shall not in any way relieve the PROVIDER of liability for the technical adequacy of its services nor shall the SUBRECIPIENT's approval or acceptance of the PROVIDER' s services be construed as a waiver of any rights under this Agreement. The PROVIDER shall be and shall remain liable, in accordance with applicable law, for all damages to the SUBRECIPIENT t o t h e ext e nt caused by the PROVIDER's negligent performance of any of the services furnished under this Agreement, except 10 for errors, omissions or other deficiencies to the extent attributable to the SUBRECIPIENT or any third party. The PROVIDER shall not be responsible for any time delays in the Project caused by circumstances beyond its control. 1.04 REPORTING REQUIREMENTS PROVIDER shall assist the SUBRECIPIENT to timely submit all reports and documentation that are required under this Contract and any SUBRECIPIENT Agreement. QUARTERLY REPORTS – APPLICABLE TO NON-HOUSING AND HOUSING PROJECTS: QUARTERLY REPORTS ARE REQUIRED AS A CONDITION OF REIMBURSEMENT TO ALL SUBRECIPIENTS. It is incumbent upon PROVIDER to facilitate the submission of each Quarterly Report in a timely manner. Each Quarterly Report shall include progress made since the prior reporting period, current Benchmarks achieved, projected quantities, problems encountered and detailed plans to correct them, goals to be accomplished in the subsequent reporting period, and any other information as may be required by the GLO. The GLO may review the Quarterly Report(s) and may request revisions to be made. PROVIDER shall make itself aware of such revision requests and shall assist the SUBRECIPIENT in making appropriate revisions. Upon acceptance of the Quarterly Report and submission of a properly prepared invoice, appropriate payment may be made to SUBRECIPIENT and to PROVIDER. In the sole discretion of the GLO, reports may be requested more often than quarterly, and PROVIDER shall facilitate the timely submission to the GLO of such additional information by the Grant Recipient. Reimbursement may be withheld if a Quarterly Report is delinquent or deficient, in the sole discretion of the GLO. PROVIDER shall submit to the SUBRECIPIENT all reports, drawings, surveys, designs, and such other work products as required by the Scope of Services in Attachment A of this Work Order and SUBRECIPIENT’s Contract, and in accordance with the Project Implementation Manual, and any Technical Guidance Letters or Revisions issued by the GLO, if any. FINAL DOCUMENTATION: By the close of business no later than thirty (30) days after completion of a construction project, PROVIDER shall submit to the SUBRECIPIENT, if any, a copy of the executed Certificate of Construction Completion (“COCC”) for the project which must include a final, as built report of quantities, drawings, and specifications used during the course of the project, with justification as to why any variances from original plans, approved pursuant to SECTION 1.04(c) of PROVIDER’s 11 Contract, were required. Notwithstanding the preceding the GLO, in its sole discretion, may approve extensions to this Deliverable due date. Such approvals must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 12 II. TERM 2.01 DURATION This Contract shall be effective as of the date signed by the last party, and shall terminate on _______________. The SUBRECIPIENT, at its own discretion, may extend any contract awarded pursuant to the Solicitation for up to _____ (_) additional _____ (_) year terms or until the time the grant funding expires, whichever comes first. Any extension will be subject to terms and conditions mutually agreeable to both parties. 2.02 EARLY TERMINATION The SUBRECIPIENT may terminate this Contract by giving written notice specifying a termination date at least thirty (30) days subsequent to the date of the notice. Upon receipt of any such notice, PROVIDER shall cease work, undertake to terminate any relevant subcontracts, and incur no further expense related to this Contract. Such early termination shall be subject to the equitable settlement of the respective interests of the parties, accrued up to the date of termination. 2.03 ABANDONMENT OR DEFAULT If the PROVIDER defaults on the Contract, the SUBRECIPIENT reserves the right to cancel the Contract without notice and either re-solicit or re-award the Contract to the next best responsive and responsible vendor qualified under the Solicitation. The defaulting PROVIDER will not be considered in the re-solicitation and may not be considered in future solicitations for the same type of work, unless the specification or scope of work significantly changed. The period of suspension will be determined by the SUBRECIPIENT based on the seriousness of the default. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 13 III. CONSIDERATION 3.01 CONTRACT LIMIT, FEES, AND EXPENSES PROVIDER will be compensated on a negotiated fee basis, for a not to exceed amount of __________________________DOLLARS ($_______________), reimbursable in increments as shown in the Benchmarks in Attachment C for the type of work to be performed. The Professional Engineering Services Fee shall not exceed the maximum amount available for such services as prescribed by the SUBRECIPIENT Agreement, the GLO, HUD or any governing law, for the term of this Contract. The SUBRECIPIENT agrees to pay PROVIDER in accordance with The Prompt Pay Act, Tex. Govt. Code Ch. 2251. The form of invoice will be prescribed by the SUBRECIPIENT and made available to PROVIDER in a separate submission from the SUBRECIPIENT. Grant funds must not be commingled between or among HUD funding rounds; nor between or among Non-Housing and Housing assignments. Reimbursement for services may be requested based on the Benchmarks, according to the type of services authorized, contingent upon PROVIDER’s facilitation of the timely submission of each Quarterly Report required, as discussed in SECTION 1.04, above. At a minimum, invoices must clearly reflect: (a) PROVIDER’s Contract Number; (b) the name and GLO Contract Number (12 digits) of the SUBRECIPIENT Agreement to which services have been provided; (c) the current amount being billed; (d) the cumulative amount billed previously; (e) the balance remaining to be billed; and (f) an itemized statement of services performed, including documentation as required under the Contract, such as invoices, receipts, statements, stubs, tickets, time sheets, and any other which, in the judgment of the SUBRECIPIENT, provides full substantiation of reimbursable costs incurred. Subject to the maximum Contract amount authorized herein, upon specific, prior, written approval by the SUBRECIPIENT, lodging, travel, and other incidental direct expenses may be reimbursed under this Contract for professional or technical personnel who are (a) away from the cities in which they are permanently assigned; (b) conducting business specifically authorized by the SUBRECIPIENT; and (c) performing services not originally contemplated in the Scope of Services. The limit for such reimbursements shall be the rates established by the Comptroller of the 14 State of Texas, as outlined in the State of Texas travel guidelines, TexTravel. If a rate within the limits set forth in TexTravel is not available, PROVIDER shall use its best efforts to obtain the lowest available room rate. PROVIDER shall obtain prior approval from the SUBRECIPIENT. NOTICE TO PROVIDER: Failure to include all of the information required in SECTION 3.01 with each invoice may result in a significant delay in processing payment for the invoice. 3.02 SUBRECIPIENT’S PAYMENT TO THE PROVIDER Definitions of Construction Cost of the PROJECT, as herein referred to, means the total cost of all work designed or specified by the PROVIDER but does not include any payments to the PROVIDER or other consultants. Abandoned or Suspended Services: If any services performed by the PROVIDER is abandoned or suspended in whole or in part, the PROVIDER shall be paid for services performed on account of it prior to receipt of written notice from the SUBRECIPIENT of such abandonment or suspension. The SUBRECIPIENT will make prompt payments in response to the PROVIDER's detailed statements for all categories of completed services rendered under this AGREEMENT, or as provided in an agreed upon schedule which shall be attached to this AGREEMENT. However, the SUBRECIPIENT, in no circumstance, shall be required to make more than one payment a month. It is understood and agreed that the SUBRECIPIENT is not liable for payment of any fees for Basic Services described in this AGREEMENT until funds are available from bond sales or other lawful source of funds. Non-payment within 60 days of receipt of invoice may, at PROVIDER option, result in the suspension of services upon five (5) days notice to the SUBRECIPIENT. PROVIDER will resume services upon payment in full of all outstanding undisputed invoices with no liability for such a suspension to SUBRECIPIENT. Payments for Additional Services of the PROVIDER: The PROVIDER shall be reimbursed according to Attachment Schedule of Charges for the additional services outlined under Section 3. Payments to the PROVIDER for additional services stipulated in Section 3 will be made monthly by the SUBRECIPIENT, upon presentation of monthly detailed statements by the PROVIDER. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 15 IV. PROVIDER’S WARRANTY, AFFIRMATIONS, AND ASSURANCES 4.01 PERFORMANCE WARRANTY PROVIDER represents that all services performed under this Contract will be performed in a manner consistent with a degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. PROVIDER represents that all work product, including Deliverables if any, under this Contract shall be completed in a manner consistent with standards in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated Attachments (if any); and shall be fit for ordinary use, of good quality, and with no material defects. If PROVIDER fails to submit Deliverables timely or to perform satisfactorily under conditions required by this Contract, the SUBRECIPIENT may require PROVIDER, at its sole expense, to the extent such defect or damage is caused by the negligence of PROVIDER, to (a) repair or replace all defective or damaged Deliverables; (b) refund any payment received for all defective or damaged Deliverables and, in conjunction therewith, require PROVIDER to accept the return of such Deliverables; and/or (c) take necessary action so that future performance and Deliverables conform to the Contract requirements. 4.02 GENERAL AFFIRMATIONS To the extent that they are applicable, PROVIDER further certifies that the General Affirmations in Attachment B have been reviewed, and that PROVIDER is in compliance with each of the requirements reflected therein. 4.03 FEDERAL ASSURANCES To the extent that they are applicable, PROVIDER further certifies that the Federal Assurances in Attachment A have been reviewed and that PROVIDER is in compliance with each of the requirements reflected therein. The Federal Assurance form must be executed by PROVIDER’s authorized signatory. 4.04 FEDERAL CERTIFICATIONS To the extent that they are applicable, PROVIDER further certifies that the Federal Certifications also in Attachment A have been reviewed, and that PROVIDER is in compliance with each of the requirements reflected therein. The Federal Certifications form must be executed by PROVIDER’s authorized signatory. In addition, PROVIDER certifies that it is in compliance with any other applicable federal laws, rules, or regulations, as they may pertain to this Contract including, but not limited to, those listed in Attachment D. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 16 V. FEDERAL AND STATE FUNDING, RECAPTURE OF FUNDS, AND OVERPAYMENT 5.01 FEDERAL FUNDING (a) Funding for this Contract is appropriated under the Continuing Appropriations Act, 2018 and Supplemental Appropriations for Disaster Relief requirements Act, 2017 (Public Law 115-56), enacted on September 8, 2017, to facilitate disaster recovery, restoration, economic revitalization, and to affirmatively further fair housing in accordance with Executive Order 12892, in areas affected by the Texas Hurricane Harvey (DR-4332), which are Presidentially-declared major disaster areas under Title IV of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5121 et seq.). The fulfillment of this Contract is based on those funds being made available to the GLO as the lead administrative state agency. All expenditures under this Contract must be made in accordance with this Contract, the rules and regulations promulgated under the CDBG-DR Program, and any other applicable laws. Further, PROVIDER acknowledges that all funds are subject to recapture and repayment for non-compliance. (b) All participants in the CDBG-DR grant program must have a data universal numbering system (DUNS) number, as well as a Commercial and Government Entity (CAGE) Code. (c) The DUNS number and CAGE Code must be reported to the GLO for use in various grant reporting documents, and may be obtained by visiting the System for Award Management web site at: https://www.sam.gov. Assistance with this web site may be obtained by calling 866-606-8220. 5.02 STATE FUNDING (a) This Contract shall not be construed as creating any debt on behalf of the State of Texas and/or the GLO in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article VIII, Section 6 of the Texas Constitution, it is understood that all obligations of the GLO hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable, the SUBRECIPIENT, in its sole discretion, may terminate this Contract. In that event, the parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. (b) Furthermore, any claim by PROVIDER for damages under this Contract may not exceed the amount of funds appropriated for payment, but not yet paid to PROVIDER, under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign immunity. 17 5.03 RECAPTURE OF FUNDS PROVIDER shall conduct, in a satisfactory manner as determined by the SUBRECIPIENT, the Project as set forth in the Contract. The discretionary right of the SUBRECIPIENT to terminate for convenience under SECTION 2.02 notwithstanding, it is expressly understood and agreed by PROVIDER that the SUBRECIPIENT shall have the right to terminate the Contract and to recapture, and be reimbursed for any payments made by the SUBRECIPIENT (i) that exceed the maximum allowable HUD rate; (ii) that are not allowed under applicable laws, rules, and regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. 5.04 OVERPAYMENT PROVIDER understands and agrees that it shall be liable to the SUBRECIPIENT or the GLO for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Contract. PROVIDER further understands and agrees that reimbursement of such disallowed costs shall be paid by PROVIDER from funds which were not provided or otherwise made available to PROVIDER under this Contract. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 18 VI. OWNERSHIP 6.01 OWNERSHIP AND THIRD-PARTY RELIANCE (a) The SUBRECIPIENT shall own, and PROVIDER hereby assigns to the GLO, all right, title, and interest in all services to be performed; all goods to be delivered; and/or all other related work product prepared, or in the course of preparation, by PROVIDER (or its subcontractors) pursuant to this Contract, together with all related worldwide intellectual property rights of any kind or character (collectively, the “Work Product”). Under no circumstance will any license fee, royalty, or other consideration not specified in this Contract be due to PROVIDER for the assignment of the Work Product to the GLO or for the GLO’s use and quiet enjoyment of the Work Product in perpetuity. PROVIDER shall promptly submit all Work Product to the GLO upon request or upon completion, termination, or cancellation of this Contract for any reason, including all copies in any form or medium. (b) PROVIDER and the SUBRECIPIENT shall not use, willingly allow, or cause such Work Product to be used for any purpose other than performance of PROVIDER’s obligations under this Contract without the prior written consent of either party, and the GLO. Work Product is for the exclusive use and benefit of and may be relied upon only by the Parties. Prior to distributing any Work Product to any third party, other than the GLO, the parties shall advise such third parties that if it relies upon or uses such Work Product, it does so entirely at its own risk without liability to the GLO, PROVIDER, or the SUBRECIPIENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 19 VII. RECORDS, AUDIT, RETENTION, CONFIDENTIALITY, PUBLIC RECORDS 7.01 BOOKS AND RECORDS PROVIDER shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the SUBRECIPIENT, the GLO, the State of Texas Auditor’s Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. 7.02 INSPECTION AND AUDIT (a) PROVIDER agrees that all relevant records related to this Contract and any Work Product produced in relation to this Contract, including the records and Work Product of its Subcontractors, shall be subject to the Administrative and Audit Regulations. Accordingly, such records and Work Product shall be subject, at any time, to inspection, examination, audit, and copying at any location where such records and Work Product may be found, with or without notice from the SUBRECIPIENT, the GLO, HUD, or other government entity with necessary legal authority. PROVIDER agrees to cooperate fully with any federal or state entity in the conduct of inspection, examination, audit, and copying, including providing all information requested. PROVIDER will ensure that this clause concerning federal and state entities’ authority to inspect, examine, audit, and copy records and Work Product, and the requirement to fully cooperate with the federal and state entities, is included in any subcontract it awards. (b) PROVIDER understands that acceptance of state funds under this Contract acts as acceptance of the authority of the State Auditor’s Office to conduct an audit or investigation in connection with those funds. PROVIDER further agrees to cooperate fully with the State Auditor’s Office in the conduct of the audit or investigation, including providing all records requested. PROVIDER will ensure that this clause concerning the State Auditor’s Office’s authority to audit state funds and the requirement to fully cooperate with the State Auditor’s Office is included in any subcontracts it awards. Additionally, the State Auditor’s Office shall at any time have access to and the rights to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of PROVIDER relating to the Contract for any purpose. HUD, the Comptroller General, the General Accounting Office, the Office of Inspector General, or any authorized representative of the U.S. Government shall also have this right of inspection. PROVIDER SHALL ENSURE THAT ALL SUBCONTRACTS AWARDED REFLECT THE REQUIREMENTS OF THIS SECTION 7.02, AND THE REQUIREMENT TO COOPERATE. 20 (b) PROVIDER will be deemed to have read and have knowledge of all applicable federal, state, and local laws, regulations, and rules including, but not limited to those identified in Attachment D, governing audit requirements pertaining to the Project. 7.03 PERIOD OF RETENTION All records relevant to this Contract shall be retained for a period subsequent to the final closeout of the State of Texas CDBG-DR grant program, in accordance with federal regulations. The SUBRECIPIENT will notify all Program participants of the date upon which local records may be destroyed. 7.04 CONFIDENTIALITY To the extent permitted by law, PROVIDER and the SUBRECIPIENT agree to keep all information confidential, in whatever form produced, prepared, observed, or received by PROVIDER or the SUBRECIPIENT to the extent that such information is: (a) confidential by law; (b) marked or designated “confidential” (or words to that effect) by PROVIDER or the SUBRECIPIENT; or (c) information that PROVIDER or the SUBRECIPIENT is otherwise required to keep confidential by this Contract. Furthermore, PROVIDER will not advertise that it is doing business with the SUBRECIPIENT, use this Contract as a marketing or sales tool, or make any press releases concerning work under this Contract without the prior written consent of the SUBRECIPIENT. 7.05 PUBLIC RECORDS Information related to the performance of this Contract may be subject to the Public Information Act (“PIA”) and will be withheld from public disclosure or released only in accordance therewith. PROVIDER shall make any information required under the PIA available to the SUBRECIPIENT in portable document file (“.pdf”) format or any other format agreed between the Parties. Failure of PROVIDER to mark as “confidential” or a “trade secret” any information that it believes to be excepted from disclosure waives any and all claims PROVIDER may make against the SUBRECIPIENT for releasing such information without prior notice to PROVIDER. PROVIDER shall notify the SUBRECIPIENT within twenty-four (24) hours of receipt of any third party written requests for information and forward a copy of said written requests to the SUBRECIPIENT. If the request was not written, PROVIDER shall forward the third party's contact information to the SUBRECIPIENT. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 21 VIII. MISCELLANEOUS PROVISIONS 8.01 INSURANCE PROVIDER shall acquire for the duration of this Contract insurance with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount and in the form required by Attachment E of this Contract, REQUIRED INSURANCE AND FORM. Furthermore, PROVIDER shall submit a certificate of liability insurance as required under this Contract, including (if requested) a schedule of coverage (or “underwriter’s schedules”) establishing to the satisfaction of the SUBRECIPIENT the nature and extent of coverage granted by each policy. PROVIDER shall submit certificates of insurance and endorsements electronically, in the manner requested by the SUBRECIPIENT. In the event that any policy is determined to be deficient to comply with the terms of this Contract, PROVIDER shall secure such additional policies or coverage as the SUBRECIPIENT may reasonably request or that are required by law or regulation. (a) The PROVIDER shall secure and maintain such insurance as will protect it from claims under the Workmen's Compensation Acts and from claims for bodily injury, death, or property damage which may arise from the performance of its services under this Agreement and shall provide a certificate of said insurance to the SUBRECIPIENT to attach to this Agreement. The PROVIDER shall furnish proof of Professional Liability Coverage for the PROVIDER’s firm for said Project in the amount of One Million Dollars to the SUBRECIPIENT within fifteen (15) days after this Agreement is executed and shall continue to maintain said insurance for this Project. PROVIDER agrees to maintain both types of insurance during the duration of the Project. PROVIDER will be responsible for submitting renewed certificates of insurance and endorsements, as evidence of insurance coverage throughout the term of this Contract. PROVIDER may not be actively working on behalf of the SUBRECIPIENT if the insurance coverage does not adhere to insurance requirements. Failure to submit required insurance documents may result in the cancellation of this Contract. 8.02 COPYRIGHT OR PATENT INFRINGEMENT The PROVIDER shall indemnify and hold harmless SUBRECIPIENT from actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings or specifications supplied by it, and he shall hold harmless the SUBRECIPIENT from loss or damage resulting therefrom, providing however, that the SUBRECIPIENT within five (5) days after receipt of any notice of infringement or of summons in any action therefor shall have forwarded the same to the PROVIDER in writing. 22 8.03 TAXES/WORKERS’ COMPENSATION/UNEMPLOYMENT INSURANCE PROVIDER AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, PROVIDER SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF PROVIDER’S AND PROVIDER'S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. PROVIDER AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE SUBRECIPIENT SHALL NOT BE LIABLE TO THE PROVIDER, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/ OR WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) PROVIDER AGREES TO INDEMNIFY AND HOLD HARMLESS THE SUBRECIPIENT, THE GLO, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE SUBRECIPIENT NAMED AS A DEFENDANT IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE SUBRECIPIENT. PROVIDER AND THE SUBRECIPIENT AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 8.04 LEGAL OBLIGATIONS PROVIDER shall procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by PROVIDER to provide the goods or services required by this Contract. PROVIDER will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. PROVIDER agrees to be responsible for payment of any such government obligations not paid by its subcontractors during performance of this Contract. 8.05 INDEMNITY EXCEPT FOR DAMAGES DIRECTLY OR PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OF THE SUBRECIPIENT OR THE GLO, PROVIDER SHALL 23 INDEMNIFY AND HOLD HARMLESS THE SUBRECIPIENT, THE STATE OF TEXAS, THE GLO, AND THE OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES OF THE SUBRECIPIENT, THE STATE OF TEXAS, AND THE GLO FROM ANY LOSSES, CLAIMS, SUITS, ACTIONS, DAMAGES, OR LIABILITY (INCLUDING ALL COSTS AND EXPENSES OF DEFENDING AGAINST ALL OF THE AFOREMENTIONED) ARISING IN CONNECTION WITH: • THIS CONTRACT; • ANY NEGLIGENCE, ACT, OMISSION, OR MISCONDUCT IN THE PERFORMANCE OF THE SERVICES REFERENCED HEREIN; OR • ANY CLAIMS OR AMOUNTS ARISING OR RECOVERABLE UNDER FEDERAL OR STATE WORKERS’ COMPENSATION LAWS, THE TEXAS TORT CLAIMS ACT, OR ANY OTHER SUCH LAWS. PROVIDER SHALL BE RESPONSIBLE FOR THE SAFETY AND WELL BEING OF ITS EMPLOYEES, CUSTOMERS, AND INVITEES. THESE REQUIREMENTS SHALL SURVIVE THE TERM OF THIS AGREEMENT UNTIL ALL CLAIMS HAVE BEEN SETTLED OR RESOLVED AND SUITABLE EVIDENCE TO THAT EFFECT HAS BEEN FURNISHED TO THE SUBRECIPIENT. THE PROVISIONS OF THIS SECTION 8.03 SHALL SURVIVE TERMINATION OF THIS CONTRACT. 8.06 ASSIGNMENT AND SUBCONTRACTS PROVIDER shall not assign, transfer, or delegate any rights, obligations, or duties under this Contract without the prior written consent of the SUBRECIPIENT. Notwithstanding this provision, it is mutually understood and agreed that PROVIDER may subcontract with others for some or all of the services to be performed. In any approved subcontracts, PROVIDER shall legally bind such subcontractor to perform and make such subcontractor subject to all the duties, requirements, and obligations of PROVIDER as specified in this Contract. Nothing in this Contract shall be construed to relieve PROVIDER of the responsibility for ensuring that the goods delivered and/or the services rendered by PROVIDER and/or any of its subcontractors comply with all the terms and provisions of this Contract. PROVIDER will provide written notification to the SUBRECIPIENT of any such subcontractor performing fifteen percent (15%) or more of the work under this Contract, including the name and taxpayer identification number of subcontractor, the task(s) being performed, and the number of subcontractor employees expected to work on the task. 8.07 RELATIONSHIP OF THE PARTIES PROVIDER is associated with the SUBRECIPIENT only for the purposes and to the extent specified in this Contract, and, with respect to PROVIDER’s performance pursuant to this 24 Contract, PROVIDER is and shall be an independent contractor and, subject only to the terms of this Contract, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create for the SUBRECIPIENT or the GLO any liability whatsoever with respect to the indebtedness, liabilities, and obligations of PROVIDER or any other party. PROVIDER shall be solely responsible for, and the SUBRECIPIENT shall have no obligation with respect to: (a) withholding of income taxes, FICA, or any other taxes or fees; (b) industrial or workers’ compensation insurance coverage; (c) participation in any group insurance plans available to employees of the State of Texas; (d) participation or contributions by the State to the State Employees Retirement System; (e) accumulation of vacation leave or sick leave; or (f) unemployment compensation coverage provided by the State. 8.08 COMPLIANCE WITH OTHER LAWS In the performance of this Contract, PROVIDER shall comply with all applicable federal, state, and local laws, ordinances, and regulations. PROVIDER shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract including, but not limited to, those attached hereto and incorporated herein for all purposes as Attachment D. PROVIDER will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. 8.09 NOTICES Any notices required under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: SUBRECIPIENT Attn: Y. S. Ramachandra, P.E. City Engineer City of Huntsville 448 State Highway 75 North Huntsville, TX 77320 PROVIDER Attn: Michael McClung, P.E., CFM RPS Infrastructure, Inc. 575 N. Dairy Ashford Rd., Ste. 700 Houston, TX 77079 25 Notice given in any other manner shall be deemed effective only if and when received by the party to be notified. Either party may change its address for notice by written notice to the other party as herein provided. 8.10 GOVERNING LAW AND VENUE This Contract and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit between SUBRECIPIENT and PROVIDER under this Contract shall be in a court of competent jurisdiction in Walker County, Texas. PROVIDER irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 8.11 SEVERABILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non- enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 8.12 FORCE MAJEURE Except with respect to the obligation of payments under this Contract, if either of the parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected party (collectively referred to as a “Force Majeure”), then, while so prevented, the affected party’s obligation to comply with such covenant shall be suspended, and the affected party shall not be liable for damages for failure to comply with such covenant. In any such event, the party claiming Force Majeure shall promptly notify the other party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non-performance continues for more than thirty (30) days, the GLO may terminate this Contract immediately upon written notification to PROVIDER. 26 8.13 DISPUTE RESOLUTION Should a dispute arise during the course of this Project, both parties hereby agree to attempt in good faith to resolve the dispute through mediation prior to seeking relief from any court or through any other legal proceeding. 8.14 ENTIRE CONTRACT AND MODIFICATION This Contract, its integrated Attachment(s), and any Technical Guidance issued in conjunction with this Contract, if any, constitute the entire agreement of the parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s), Technical Guidance Letter shall be harmonized with this Contract to the extent possible. Unless such integrated Attachment, Technical Guidance Letter, or Revision specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. 8.15 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by the GLO within thirty (30) days of execution by the other party, this Contract shall be null and void. In the sole discretion of the GLO, Work Orders issued, if any, may be executed by the parties in counterparts exchanged by electronic mail. 8.16 THIRD-PARTY BENEFICIARY The Parties agree that the GLO, as the administrator of the CDBG-DR program, is a third- party beneficiary to this Contract and that the GLO shall have the right to enforce any provision of this Contract. Provided, however, that GLO shall only enforce a provision Contract after notifying the Parties, in writing, of a potential breach or default of the Contract and allowing the PROVIDER sixty (60) days to cure the breach or default. Venue of any suit under this Section 8.17 shall be in a court of competent jurisdiction in Travis County, Texas. PROVIDER irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. NOTHING IN THIS CONTRACT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE GLO. 27 8.17 PROPER AUTHORITY Each party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. PROVIDER acknowledges that this Contract is effective for the period of time specified in the Contract. Any services performed by PROVIDER before this Contract is effective or after it ceases to be effective are performed at the sole risk of PROVIDER. SUBRECIPIENT: PROVIDER: CITY OF HUNTSVILLE RPS INFRASTRUCTURE, INC. _____________________________ _________________________________ Aron Kulhavy - City Manager Ralph Cox, P.E., Vice President ATTEST: ATTEST: ______________________________ _________________________________ Brenda Poe – City Secretary Nancy Gifford, Project Administrator APPROVED AS TO FORM: __________________________ Leonard Schneider, City Attorney Attachment E Contract No. 20-065-128-C439 2 pages plus form and certificates REQUIRED INSURANCE GENERALLY. Provider shall, at its sole expense, acquire, maintain, and keep in force for the duration of this Contract, insurance in the amounts attached herein and under the requirements specified herein. Furthermore, unless specified or otherwise agreed to by the Subrecipient, the required insurance shall be in effect prior to the commencement of work by Provider and shall continue in full force until the earlier as appropriate of (i) the expiration of this Contract; or (ii) such time as the Subrecipient notifies Provider that such insurance is no longer required. Any insurance or self-insurance available to the Subrecipient shall be in excess of, and non-contributing with, any insurance required from Provider. Provider’s insurance policies shall apply on a primary basis. If, at any time during the Contract, an insurer or surety fails to provide insurance to Provider or otherwise fails to comply with the requirements of this Contract, provider shall immediately notify the Subrecipient and replace such insurance or bond with an insurer meeting such requirements. General aggregate limits of Provider’s Commercial General Liability policy shall apply per project. Provider’s auto insurance policy shall apply to “any auto.” APPROVAL. Prior approval of the insurance policies by the Provider shall be a condition precedent to any payment of consideration under this Contract and insurance must be submitted for review and approval by the Subrecipient prior to the commencement of work. Any failure of the Subrecipient to timely approve or failure to disapprove the insurance furnished by Provider shall not relieve Provider of Provider’s full responsibility to provide the insurance required by this Contract. CONTINUING COVERAGE. The Provider’s approval of any changes to insurance coverage during the course of performance shall constitute an ongoing condition subsequent to this Contract. RENEWAL. Provider shall provide the Subrecipient with renewal or replacement certificates no less than thirty (30) days before the expiration or replacement of the required insurance. ADDITIONAL INSURANCE ENDORSEMENT. The Provider, the Subrecipient, and each entity's officers, employees, and authorized agents shall be named as additional insureds for all liability arising under this Contract except on Workers’ Compensation and Professional Liability policies. An original additional insured endorsement signed by an authorized insurance company representative must be submitted to the Provider to evidence the endorsement of the Provider as an additional insured on all policies, and the certificate(s) must reference the related Subrecipient Contract Number. SUBROGATION. Each liability insurance policy, except Professional Liability, shall provide for a waiver of subrogation as to the Provider, Subrecipient, the State of Texas, the Texas General Land Office, and their officers, employees, and authorized agents, and shall be issued by insurance companies authorized to do business in the State of Texas, and currently rated by A.M. Best as “A-” or better. POLICY CANCELLATION ENDORSEMENT. Except for ten (10) days’ notice for non-payment Attachment E Contract No. 20-065-128-C439 2 pages plus form and certificates of premium, each insurance policy shall be endorsed to specify that without 30 days’ prior written notice to the Provider, the policy shall not be canceled, non-renewed, or coverage and/or limits reduced or materially altered, and shall provide that notices required by this paragraph shall be sent by certified mail to the address specified in this Contract. A copy of this signed endorsement must be attached to this Contract. ALTERNATIVE INSURABILITY. Notwithstanding the requirements of this Attachment, the Provider reserves the right to consider reasonable alternative methods of insuring the contract in lieu of the insurance policies and/or bonds required. It will be the Subrecipient’s responsibility to recommend to the Provider alternative methods of insuring the Contract. Any alternatives proposed by Subrecipient should be accompanied by a detailed explanation regarding Provider’s inability to obtain insurance coverage as described in this Contract. The Subrecipient shall be the sole and final judge as to the adequacy of any substitute form of insurance coverage. INSURANCE REQUIRED: $1MILLION COMMERCIAL GENERAL LIABILITY (EACH OCCURRENCE) $2MILLION COMMERCIAL GENERAL LIABILITY (AGGREGATE LIMIT) $1MILLION CSL AUTOMOBILE INSURANCE $1MILLION ERRORS AND OMISSIONS STATUTORY WORKERS’ COMPENSATION &EMPLOYERS LIABILITY - $1MILLION EACH ACCIDENT - $1MILLION DISEASE EACH EMPLOYEE - $1MILLION DISEASE POLICY LIMIT STATUTORY U.S. LONGSHORE AND HARBOR WORKERS’ INSURANCE NOTE: Insurance certificates must be in the form approved by the Texas Attorney General, a sample of which follows this page. Insurance Certificates must: (a) be submitted the Provider; (b) prominently display "Subrecipient Contract No. 20-065-128-C439”; (c) Name the Subrecipient and the General Land Office as an additional insured. Failure to submit required insurance forms as instructed may significantly delay the start of work under the Contract. . REQUIRED FORM OF CERTIFICATE FOLLOWS THIS PAGE Agenda Item #3a Item/Subject: Consider approving nominees for City boards, committees, and commissions. Initiating Department/Presenter: City Council Presenter: Mayor Andy Brauninger Recommended Motion: Mayor moves his nominations as presented. Strategic Initiative: Goal #5 - Resource Development - Enhance the quality of life for citizens, businesses and visitors by leveraging the human and fiscal resources available to the community. Discussion: Finance Committee – Pat Graham Communications Board – Councilmember Blake Irving, chair; Councilmember Vicki McKenzie Housing Authority – Jason Burnett Huntsville Public Library – Debra Jones Previous Council Action: None. Financial Implications: ☒There is no financial impact associated with this item. Approvals: ☐City Attorney ☐Director of Finance ☐City Manager 12/15/20 Agenda Item: 3a CITY COUNCIL AGENDA 12/10/2020 Print Preview https://www.huntsvilletx.gov/common/admin/crt/printpreview.aspx?mode=history&requestid=6286 1/2 Request Type:Volunteer for a Board or Commission Request Location: Request ID Number:6286 Date Submitted:12/8/2020 Date Closed:(open) Date Printed:12/10/2020 3:50:59 PM Submitter Information:Jason 114 Elmwood ST Huntsville, TX 77340 Phone: 936-661-0989 Email: jqb8603@yahoo.com Priority:Normal Assigned To:Poe, Brenda Date/Person Comments 12/10/2020 10:21:00 AM Email sent to: citysecretary@huntsvilletx.gov Reminder: A Board or Commission web request is still open and needs to be closed. 12/8/2020 10:20:03 AM (anonymous) Your Request ID Number is 6286. Select Board(s) and/or Commission(s) If selected by the Huntsville City Council, on which board/commissions would you be willing to serve? Huntsville Housing Authority Your Information Name Jason Street Number and Name 114 Elmwood ST Address Line 2 City Huntsville State TX Zip Code 77340 Phone Number 936-661-0989 Email Address jqb8603@yahoo.com Preferred Contact Method email Employment and Residency Background Information Employer Texas Farm Bureau Insurance Occupation Agent How long have you been a resident of Huntsville? 18 years Are you a qualified voter of the City of Huntsville? Yes Additional Background Information Please upload a brief resume, including education, past employment, and any special background or qualifications you have for serving on this board/commission. Resume.pdf Please state why you wish to serve the City of Huntsville as a member of a board, commission or committee. I am looking for an opportunity to serve on the Huntsville Housing Authority Board. I feel like the my emphasis would be families less fortunate having a safe and affordable place to call home. If I can serve them in this capacity with my professional experience, it would be very rewarding experience! Do you currently serve on a City of Huntsville board, commission or committee? No If yes, which board(s), commission(s) or committee(s)? How long? (Include approximate start and end dates) 12/10/2020 Print Preview https://www.huntsvilletx.gov/common/admin/crt/printpreview.aspx?mode=history&requestid=6286 2/2 Do you have any relatives who work for the City of Huntsville? No If so, who? Do you receive any direct compensation or gain from the City of Huntsville? No If so, what type? This application will remain active for ninety (90) days, unless you are appointed to a board or commission. You must reapply if you would like to be reappointed at the end of a term or to be considered for another board or commission. 12/10/2020 Print Preview https://www.huntsvilletx.gov/common/admin/crt/printpreview.aspx?mode=history&requestid=6285 1/2 Request Type:Volunteer for a Board or Commission Request Location: Request ID Number:6285 Date Submitted:12/7/2020 Date Closed:(open) Date Printed:12/10/2020 3:49:29 PM Submitter Information:Debra Jones 2713 Chimney Rock Huntsville, TX 77320 Phone: 936-662-6363 Email: dj279@att.net Priority:Normal Assigned To:Poe, Brenda Date/Person Comments 12/9/2020 3:56:00 PM Email sent to: citysecretary@huntsvilletx.gov Reminder: A Board or Commission web request is still open and needs to be closed. 12/7/2020 3:55:31 PM (anonymous) Your Request ID Number is 6285. Select Board(s) and/or Commission(s) If selected by the Huntsville City Council, on which board/commissions would you be willing to serve? Huntsville Public Library Board Your Information Name Debra Jones Street Number and Name 2713 Chimney Rock Address Line 2 City Huntsville State TX Zip Code 77320 Phone Number 936-662-6363 Email Address dj279@att.net Preferred Contact Method email Employment and Residency Background Information Employer N/A Occupation Retired How long have you been a resident of Huntsville? 30 Years Are you a qualified voter of the City of Huntsville? Yes Additional Background Information Please upload a brief resume, including education, past employment, and any special background or qualifications you have for serving on this board/commission. Resume 2020.docx Please state why you wish to serve the City of Huntsville as a member of a board, commission or committee. I have worked for the City of Huntsville for 25 years. During my 30 years here I have grown very attached to COH as well as the town itself. With that being said I want to participate and help to keep our city a place where people want to live. Do you currently serve on a City of Huntsville board, commission or committee? No If yes, which board(s), commission(s) or committee(s)? N/A How long? (Include approximate start and end dates) N/A Do you have any relatives who work for the City of Huntsville? No 12/10/2020 Print Preview https://www.huntsvilletx.gov/common/admin/crt/printpreview.aspx?mode=history&requestid=6285 2/2 If so, who? N/A Do you receive any direct compensation or gain from the City of Huntsville? No If so, what type? N/A This application will remain active for ninety (90) days, unless you are appointed to a board or commission. You must reapply if you would like to be reappointed at the end of a term or to be considered for another board or commission. Agenda Item #3b Item/Subject: Consider authorizing the City Manager to enter into a Chapter 380 Agreement with Wischnewsky Huntsville for the construction of Parkwood Drive and associated improvements. Initiating Department/Presenter: Economic Development & Tourism Presenter: Tammy Gann, ED/Tourism Director, Aron Kulhavy, City Manager Recommended Motion: Move to suspend the rules of procedure requiring two readings and authorize the City Manager to enter into a Chapter 380 Agreement with Wischnewsky Huntsville for the construction of Parkwood Drive and associated improvements. Strategic Initiative: Goal #3 - Economic Development - Promote and enhance a strong and diverse economy. Discussion: In the Master Transportation Plan, there is a future collector street identified south of Home Depot, approximately halfway between the northern intersection of Veterans Memorial and Interstate (IH) 45 and Veterans Memorial and State Highway 30 West. Currently, there is an existing right-of-way for Parkwood Drive extending from just south of Tractor Supply east to the IH 45 frontage road along the existing partially constructed drive. A developer, Ben Bius, owns the vacant property south of this right-of-way and has previously received preliminary plat approval to develop commercial lots consisting of 11.13 acres. In recent discussions with the developer, Wischnewsky Chrysler, Dodge and Jeep Car Dealership has contracted to purchase and submitted a plat for consideration on the subject property. Wischnewsky plans to construct the improvements on the property with intentions of relocating the existing Dodge dealership to this property. The estimated investment from the developer on this project is in excess of $6.5 million. According to the Development Code, the developer of the project is responsible for the construction of the improvements only to the half of the roadway adjacent to the property being developed where a road does not exist. For this project, about half of the Parkwood Drive right-of-way is paved to a minimal standard and the remainder is completely undeveloped. Strict adherence to the Development Code would result in approximately 60% of the road constructed to current standards and the remainder an unfinished roadway with an expectation from the public for the City to maintain it. In addition, as TXDoT is looking to expand IH 45 in this area, provision to access property in the area is critical. In preliminary discussions with TXDoT and the developer, only one additional point of access between Parkwood Drive and the existing driveway to the Shogun Restaurant will be permitted. This puts an even greater emphasis on the need for the cross-access street in the area. The current opinion of probable cost for the construction of the road and associated public improvements is approximately $634,000 and includes water, drainage, sidewalks in addition to the street construction. The attached agreement for consideration proposes a direct cost sharing of half of the public improvements associated with this project and a waiver of all permit fees related to the construction 12/15/20 Agenda Item: 3b CITY COUNCIL AGENDA Agenda Item #3b of both the public improvements and the development of the dealership. The waiver of permit fees is approximately $40,000 with half of those fees for the public improvements and the remainder for the dealership’s building permits. The developer would be responsible for all up-front costs and the city will reimburse 50% of the actual cost of the construction of the road upon completion in an amount not to exceed $320,000. The developer has also requested to rename the street as part of the agreement. Since it requires an ordinance to change the name of the street, the agreement includes language that the Council will consider renaming the street at a future meeting. The developer has not submitted a new street name for consideration at this point. Because the level of participation in the agreement is more than $300,000, the rules of procedure require two readings of this item. The sale of this property is scheduled to close within the next two weeks and is contingent on the approval of this agreement. For this reason, staff recommends waiving the two-reading requirement. Previous Council Action: The Council has not taken any previous action on this item Financial Implications: ☒Item is not budgeted: Should the item be approved; a future budget amendment will be necessary in the amount of $320,000 for the City’s participation in the agreement. Permit fee waiver will result in about $40,000 in lost revenue. Approvals: ☒City Attorney ☐Director of Finance ☒City Manager Associated Information: • Vicinity Map • Draft agreement • Project Cost Estimate Agenda Item #3b 380 Agreement City of Huntsville/Parkwood Drive Page 1 CITY OF HUNTSVILLE / WISCHNEWSKY CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT This Chapter 380 Economic Development Agreement ("Agreement”) is made and entered into by and WISCH REALTY, LLC, a Texas limited liability company, its heirs, executors or assigns who are qualified to do business in Texas ("Company") and the CITY OF HUNTSVILLE, TEXAS, a home rule city and municipal corporation ("City"). RECITALS A. The City is authorized by Chapter 380 of the Texas Local Government Code to make grants of money to promote state and local economic development and to stimulate business and commercial activity in Huntsville. B. The Company has or has contracted to purchase real property adjacent to the subject Property and has or shall cause to plat the subject Property and, subject to this agreements and obligations of the City contained in this Agreement, has agreed to construct the Public Improvements on the Property. C. “Property” means the real property located near the intersection of Parkwood Drive and Interstate 45 North to be platted according to the re-plat attached hereto and made part hereof as Exhibit “D.” D. The City has determined that substantial economic benefit, including the generation of additional sales and property taxes and the creation of new opportunities of employment, will accrue to the City as a result of the Company’s purchase and development of the real property adjacent to the Property, the construction of the Public Improvements on the Property, and the construction and operation of the automobile dealership business on the adjacent Property (“Project”). E. The City has authorized the City Manager to make a grant of services to the Company in exchange for the Company’s contribution to the cost and construction of Parkwood Drive (“Public Improvements”) on the Property and make capital investments in the City. The Public Improvements necessary for the Project shall be performed under this Agreement and a performance bond for the full amount posted with the City of Huntsville by the Company’s contractor naming the City of Huntsville beneficiary and Company additional beneficiary. F. Building of the Project will promote economic development and stimulate business and commercial activity in Huntsville, will create jobs, and will expand the tax base by construction of real property improvements. 380 Agreement City of Huntsville/Parkwood Drive Page 2 G. Company accepts the City's grant of services in the form of; (i) a waiver of City related fees in conjunction with the construction of the Public Improvements and the Project including all permits, plan review, and inspection fees; (ii) payment of one-half (1/2) of the cost of the Public Improvements associated with the construction of Parkwood Drive as per the approved Probable Cost Estimate, attached to this agreement as Exhibit “A” up to a maximum contribution by the City of $320,000.00 payable upon completion by the Company of the Public Improvements. NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Company agree as follows: I. Authority and Condition Precedent 1.1 City Authority. The City represents that its execution of this Agreement is authorized by Chapter 380 of the Texas Local Government Code and constitutes a valid and binding obligation of the City. 1.2 Company represents that its execution and performance of this Agreement constitutes a valid and binding obligation of the Company in the event the Company proceeds to construct the Public Improvements. The City acknowledges that the Company is acting in reliance upon the City's performance of its obligations under this Agreement, among other consideration, in making its decision to invest its funds and expand employment in Huntsville. 1.3 The Company and the City agree that all obligations stated in this Agreement shall be contingent upon the Company’s posting of a performance bond in form as is generally customary and satisfactory to the City. II. Company Obligations 2.1 After the Effective Date (defined in Section 4.01) Company shall begin construction on the Publica Improvements and Project on the Property. 2.2 The Company shall perform, and the City’s obligation of payment for the Public Improvements shall be based upon the estimated cost and work as stipulated by Exhibit “A” Probable Cost Estimate, and the Public Improvement Construction Plans as approved by the City of Huntsville Engineer. Such work shall be carried out under the supervision and inspection of the City of Huntsville. Company shall correct any deficiencies in the work noted during the construction and for one year thereafter warrant the construction as to materials and workmanship. 380 Agreement City of Huntsville/Parkwood Drive Page 3 2.3 The Company’s construction shall include the Public Improvements as shown in Exhibit “B”, final plat approval for the property as shown in Exhibit “D” which consists of a commercial lot, the dedication of right of way for the construction of Parkwood Drive and its associated improvements, and the infrastructure and connections necessary for water and sewer utilities. The Company agrees to invest a minimum of $6,500,000.00 in the Project. 2.4 Local Business Participation. In an effort to further stimulate and positively impact the local economy, Company shall use commercially reasonable efforts to provide local small businesses and minority-, women- and veteran-owned businesses, an equal opportunity to participate as suppliers for materials and services purchased by Company for the construction of the Project. 2.5 Compliance with City Regulations. For the construction of the Public Improvements and Project, Company will comply with all applicable City Code regulations. This means Company will not assert possible Chapter 245 rights to avoid compliance with applicable regulations for any future development within the City's planning jurisdiction. 2.6 Certificate of Compliance and Inspection. (a) "Certificate of Compliance" means the written certification by Company under which it warrants to the City that it is in full compliance with each of its obligations under this Agreement. The Certificate shall be substantially in the form and contain the information specified in the sample Certificate attached to this Agreement as Exhibit “C”. (b) In the Certificate of Compliance, Company shall warrant to the City that it is in full compliance with each of its obligations under this Agreement. 2.7 Texas Government Code Chapter 2264. In accordance with Chapter 2264 of the Texas Government Code, Company agrees that it does not and will not knowingly employ any person who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be employed in the United States ("Undocumented Worker”). During the term of this Agreement, Company shall notify City of any complaint brought against Company alleging that Company has employed Undocumented Workers. If Company is convicted of a violation under 8 U.S.C. Section 1324a(f), the total amount of economic development grants it has received pursuant to this Agreement, together with interest at the rate of 3% per annum from the date of each payment of an economic development grant, shall be repaid by Company to the City not later than the 120th day after the date the City notifies Company of the violation. Company shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by a person with whom Company contracts. 380 Agreement City of Huntsville/Parkwood Drive Page 4 2.8 Failure to Meet Obligations. In the event that Company fails to fulfill its obligations under the performance terms above, after receipt of notice and expiration of the cure period described in Section 4.04 below, the City may, at as its sole and exclusive remedy, terminate this Agreement, whereupon the City shall not be required to perform, and Company shall not be entitled to receive any further performance by the City under this Agreement, provided, however that Company shall be obligated to pay the City for any inspection or permitting services by the City before the termination of this Agreement. III. City Obligations 3.1 Economic Development Incentive. In consideration of Company performance of each of its obligations under this Agreement, the City shall provide City services in the form of inspections and permitting for the construction of the Public Improvements and the Project without cost to Company. 3.2 The City agrees to waive all permit fees related to the construction and inspection of the Project and Public Improvements. 3.3 The City agrees to pay one half (1/2) of the cost of the Public Improvements associated with the construction of Parkwood Drive as per the approved Probable Cost Estimate, attached to this Agreement as Exhibit “A”, payable upon completion of the Public Improvements. This amount shall not exceed $320,000.00. 3.4. The City agrees to consider an Ordinance to rename Parkwood Drive to a name chosen by the Company. IV. General Terms 4.1 Effective Date and Term. This Agreement shall become enforceable and be effective upon December ___, 2020 (the "Effective Date"). 4.2 This Agreement shall not be construed as a commitment, issue, pledge or obligation of any specific taxes or tax revenues for the providing of inspections and permitting services to Company. (a) The payments to be made to Company or other expenditures under this Agreement, if paid, shall be made solely from annual appropriations of the City as may be legally set aside for the implementation of Article III, Section 52a of the Texas Constitution or Chapter 380 of the Local Government Code or any other economic development or financing program authorized by statute or home rule powers of 380 Agreement City of Huntsville/Parkwood Drive Page 5 the City under applicable Texas law, subject to any applicable limitations or procedural requirements. 4.3 Representations and Warranties. The City represents and warrants to Company that this Agreement is within its authority, and that it is duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. Company represents and warrants to the City that it has the requisite authority to enter into this Agreement. 4.4 Default. If either the City or Company should default in the performance of any of their respective obligations of this Agreement, the other party shall provide such defaulting party written notice of the default, and a minimum period of 60 days after the receipt of said notice to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. 4.5 Entire Agreement. This Agreement contains the entire agreement between the parties. All prior negotiations, discussions, correspondence, and preliminary understandings between the parties and others relating hereto are superseded by this Agreement. This Agreement may only be amended, altered or revoked by written instrument signed by the City and Company. 4.6 Binding Effect This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. 4.7 Assignment. Except as provided below, Company may not assign all or part of its rights and obligations to a third party without prior written approval of the City, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary, Company may assign all or part of its rights and obligations without the prior consent of the City to an affiliate of Company and to a third-party lender advancing funds for the acquisition, construction or operation of Company’s facilities. 4.8 Notice. Any notice or statement required to be delivered pursuant to this Agreement must be in writing and shall be deemed delivered by actual delivery, by facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: COMPANY: Wisch Realty, LLC Attn: Joshua J. Wischnewsky Phone: (713) 705-8772 joshua@baywayautogroup.com Re: Economic Development Agreement 380 Agreement City of Huntsville/Parkwood Drive Page 6 With copy to: Jennifer S. Stoddard Holmes Firm, PC 14911 Quorum Drive, Ste.340 Dallas, Texas 75254 jennifer@theholmesfirm.com CITY: City Manager 1212 Avenue M Huntsville, Texas 77340 Phone: 936-291-5400 Fax: 936-291-5409 Either party may designate a different address at any time upon written notice to the other party. 4.9 Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute regarding its meaning or application, be interpreted fairly and reasonably and neither more strongly for, nor against any party. 4.10 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in the State courts of Walker County, Texas. 4.11 Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of the parties that the remainder of this Agreement shall not be affected. It is also the intention of the parties that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 4.12 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 4.13 No Third-Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 4.14 No Joint Venture. It is acknowledged and agreed by the parties that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among the parties. The City, its past and future officers, elected officials, employees and agents do not assume any responsibilities or liabilities to any third party in connection with Company or the construction or operation of any portion of the Project. 380 Agreement City of Huntsville/Parkwood Drive Page 7 4.15 Public and Confidential Information. Information provided by or on behalf of Company under or pursuant to or in connection with this Agreement (including, but not limited to, the terms of this Agreement and any and all non-public information provided by Company) shall be maintained as confidential to the extent allowed by law. If Company’s proprietary, financial or trade secret information is requested under the Texas Public Information Act, the City shall promptly notify Company of such request and shall follow the standards set out in the Act and under the Texas Attorney General's procedures for such requests. Other public records and information provided to the City and its representatives to verify compliance with this Agreement shall be available for public inspection. 4.16 Exhibits. The following Exhibits are attached and incorporated by reference for all purposes. Exhibit "A" Probable Cost Estimate Exhibit "B" Construction Plans Exhibit “C” Pro-Forma Certificate of Performance Exhibit “D” Approved Re-Plat 4.17 Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. EXECUTED by the authorized representatives of the parties on the dates indicated below to be effective as of the Effective Date. [Signatures on following page.] 380 Agreement City of Huntsville/Parkwood Drive Page 8 THE CITY OF HUNTSVILLE: ATTEST: _____________________________ ___________________________ By: Aron Kulhavy, City Manager Brenda Poe, City Secretary Approved as to Form: _____________________________ Leonard Schneider, City Attorney WISCH REALTY, LLC ____________________________ By: Joshua J. Wischnewsky, Manager ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF ___________ § Before me, the undersigned authority, on this day personally appeared Joshua J. Wischnewsky, who after first being by me duly sworn, acknowledged and stated the witness has executed the above and foregoing document for the purposes and consideration therein expressed, and in the capacity therein expressed, and with full authority to so act, on this, the day of December, 2020. __________________________________________ Notary Public in and for the State of Texas My commission expires: _________________ 380 Agreement City of Huntsville/Parkwood Drive Page 9 EXHIBIT “A” Probable Cost Estimate EXHIBIT “B” CONSTRUCTION PLANS 380 Agreement City of Huntsville/Parkwood Drive Page 10 380 Agreement City of Huntsville/Parkwood Drive Page 11 EXHIBIT “C” PRO-FORMA CHAPTER 380 REPORT OF COMPLIANCE COMPANY: WISCH REALTY, LLC REPORTING YEAR: January through December 31, ________ (up to Year 10) 2.0 Local Business Participation 2.1 Is the Company in compliance with using commercially reasonable efforts to provide local small businesses and minority owned and veteran owned businesses an equal opportunity to participate as suppliers for materials and services purchased by Company? □ Yes □ No 3.0 Texas Government Code Chapter 2264 3.1 Is the Company in compliance with Section 2.6 of the Agreement? □ Yes □ No 4.0 Additional Covenants 4.1 Is the Company in compliance with the other provisions of the Agreement? □ Yes □ No I, __________________________ the authorized representative for ________________________, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that ____________________ complied fully with the Chapter 380 Economic Development Agreement during the reporting year, including Section 2.4 regarding compliance with City Regulations and Section 2.6 regarding Texas Government Code Chapter 2264. Signature: _________________________________ Printed Name: _______________________________ Title: (Controller or equivalent): _______________________________ Date: __________________________________________ 380 Agreement City of Huntsville/Parkwood Drive Page 12 EXHIBIT “D” RE-PLAT Date:October 26, 2020 Gross SF 48,000 Material Testing 48000 12,500$ 0.26$ Sitework Total 48000 622,106$ 12.96$ PROJECT TOTAL 634,606$ 13.22$ $ / SFDescription Gross SF Cost Parkwood Square Section 2 - Street and Utility Improvements Budget Pricing Huntsville, Walker County, Texas Plans: 09/28/2020 Parkwood Square Section 2 - Street and Utility Improvements 48000 SF Date:October 26, 2020 Building Gross Sq. Ft.48,000 COMMENTS Sitework 1 General Conditions 18,750$ 0.39$ Sitework General Conditions 1.5 Mos 12,500.00$ 18,750$ 0.39$ 2 Sitework 564,263$ 11.76$ Surveying/Field Engineering 1 LS 1,500.00$ 1,500$ Sediment Control 2 Mos 550.00$ 1,100$ Sediment Control Maint. / Removal 1 LS 3,500.00$ 3,500$ Demolish Existing Road 1 LS 21,250.00$ 21,250$ Earthwork, Base and Asphalt 1 LS 157,995.00$ 157,995$ Lime Stabilization (6"@6%), 8" Crushed Limestone Base & 3" Type D HMAC. No Geo Grid included. Cut/Fill, Site SF -$ Storm Detention Excavation - CY -$ Building Pad CY -$ Stabilize Concrete Pavement SY -$ Haul Off Utility Spoils - CY $ - -$ Spoils to be left onsite for future development use. Site Utilities - Storm 1 Sub 64,195.00$ 64,195$ Includes 24" RCP storm lines, Type C Inlets, Rip Rap at outfalls Site Utilities - Water Line Extension 1 Sub 73,880.00$ 73,880$ Includes 8" water main extension. Site Utilities - Sanitary Sub -$ -$ Concrete - Sidewalks and HC Ramps 1 LS 113,050.00$ 113,050$ Asphalt Paving & Sidewalks 1 LS 119,495.00$ 119,495$ Includes new TXDOT Drives, Curb and Gutter, Private and public sidewalks and public HC ramps Light Pole Bases - EA -$ -$ Dumpster Gate - EA -$ -$ Dumpster Enclosure - LS -$ -$ Bollards - EA -$ -$ Paving Joint Sealants 14,112 SF 0.18$ 2,540$ Expansion Joints at Sidewalks Clean Paving 1 LS 3,500.00$ 3,500$ Striping/HC Signage/Fire Lane 14,112 SF 0.16$ 2,258$ Hydromulch - AC -$ -$ Landscape and Irrigation - Sub -$ -$ Electrical Primary Service LS -$ -$ Site Lighting 1 ALLOW -$ -$ None. Excluded. Monument Sign/Signage/Billboard - -$ Site Fencing LF -$ Concrete Barricade at front LF -$ Rolling Gates EA -$ Rolling Gate Operators EA -$ Subtotal Cost of the Work 583,013$ 583,013$ 12.15$ Fee 3.00% 17,490 Insurance 0.58% 3,483$ 3% Maintenance Bond 3.00% 18,120$ Maintenance bond due to public utility extension Contingency 0.00% -$ TOTAL SITEWORK 622,106$ 12.96$ Unit Unit Cost Cost $ / SF Huntsville, Walker County, Texas Plans: 09/28/2020 CSI Div Description Quantity Page 2 Date:10/26/2020 Division 1 - General Conditions 1 2 3 4 5 6 7 Division 2 , 31, 32, 33 - Earthwork/Site Improvements 1 2 Division 3 - Concrete 1 Division 4 - Masonry 1 Division 5 - Metals 1 Division 6 - Woods and Plastics/Millwork 1 Division 7 - Thermal/Moisture Protection 1 Division 8 - Doors & Windows 1 Division 9 - Finishes 1 Includes site sealants at sidewalk expansion joints. Parkwood Square Section 2 - Street and Utility Improvements Permit by owner. Excludes MUD, TAP or Meter fees. Includes a 3% Maintenance bond. Excludes the relocation of power poles. Assumed to be by electric company. Includes pavers at the public HC ramps per the Civil Details. Excludes the relocation of the telecom boxes. Assumed to be by utiliy provider. Assumptions, Qualifications and Clarifications Includes 12,500 testing allowance. We assume an 6 week duration. To be performed concurrent with Building project. Please reference the comments in the budget line items for additional qualifications. We inlcude General Liability Insurance, Builders Risk and Umbrella. Page 3 of 4 Division 10 - Specialties 1 Division 11 - Equipment 1 Division 12 - Furnishings 1 Division 13 - Special Construction (not used) 1 Division 14 - Conveying Systems 1 Divisions 20,21,22,23,25 - Mechanical and Plumbing 1 Division 26 - Electrical 1 Division 27, 28 - Communications, Electronic Safety and Security 1 Page 4 of 4