RICHARDSON CITY COUNCIL MONDAY, AUGUST 16, 2021 COUNCIL MEETING AT 6:00 P.M. CIVIC CENTER/CITY HALL, 411 W. ARAPAHO, RICHARDSON, TX

As authorized by Section 551.071 (2) of the Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein.

Attention: Meeting Attendance/Viewing City Council meetings are available for viewing online via live stream at www.cor.net/citv, or on cable channel 16 for Spectrum Cable customers or Channel 99 for AT&T U-Verse customers. Videos of past Council meetings are also available to view on-demand at www.cor.net/citv. Anyone wishing to address the City Council can submit comments on any topic or agenda item electronically by utilizing the Public Comment Card found here: www.cor.net/PublicCommentForm, or in-person during the Visitors section or the Public Hearing item. Comments submitted online must be received by 5 p.m. on the date of the meeting to be included in the public record.

COUNCIL MEETING – 6:00 PM, COUNCIL CHAMBERS

• CALL TO ORDER

1. INVOCATION – KEN HUTCHENRIDER

2. PLEDGE OF ALLEGIANCE: U.S. AND TEXAS FLAGS – KEN HUTCHENRIDER

3. MINUTES OF THE JULY 12, 2021, JULY 19, 2021, JULY 26-27, 2021 (BUDGET WORKSHOP), AUGUST 2, 2021, AUGUST 9, 2021 MEETINGS

4. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS Visitors may address the Council on any topic that is not already scheduled for Public Hearing. Speakers should complete a Public Comment Card and present it to the City Secretary before the meeting. Speakers are limited to 5 minutes. Comments should be directed to the Mayor and City Council. The Texas Open Meetings Act prohibits the City Council from discussing or taking action on items that are not posted on the agenda. The Mayor or City Manager may provide specific factual information, recite an existing policy, or schedule the item for discussion on a future agenda in response to the public comments.

PUBLIC HEARING ITEM:

5. PUBLIC HEARING FOR PROPOSED TAX RATE OF $0.62516 PER $100 VALUATION FOR FISCAL YEAR 2021-2022. Citizens wishing to address the City Council can submit comments electronically by 5:00 p.m. by utilizing the Public Comment Card found here: www.cor.net/PublicCommentForm.

ACTION ITEMS:

6. CONSIDER RESOLUTION NO. 21-15, ORDERING A BOND ELECTION TO BE HELD IN THE CITY OF RICHARDSON, TEXAS, ON NOVEMBER 2, 2021, MAKING PROVISIONS FOR THE CONDUCT OF THE ELECTION AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO SUCH ELECTION.

7. CONSIDER RESOLUTION NO. 21-16, APPOINTING JANET DEPUY TO THE AGGREGATED POSITION OF REPRESENTATIVE, AND GUILLERMO QUINTANILLA, JR. AS ALTERNATE TO THE AGGREGATED POSITION OF REPRESENTATIVE, TO THE REGIONAL TRANSPORTATION COUNCIL OF THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS, WHICH FRACTIONAL ALLOCATION MEMBERSHIP IS SHARED WITH THE TOWN OF ADDISON.

Page 1 of 3 City Council Agenda, August 16, 2021 8. CONSENT AGENDA: All items listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by one motion with no individual consideration. If individual consideration of an item is requested, it will be removed from the Consent Agenda and discussed separately.

A. CONSIDER RESOLUTION NO. 21-17, APPROVING THE TERMS AND CONDITIONS OF AN ADVANCE FUNDING AGREEMENT FOR A TRANSPORTATION ALTERNATIVES SET-ASIDE (TASA) PROGRAM PROJECT TXDOT-SELECTED OFF-SYSTEM, BY AND BETWEEN THE CITY OF RICHARDSON, TEXAS, AND THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR THE GREENVILLE AVE. MULTIMODAL IMPROVEMENTS PROJECT; AND AUTHORIZING ITS EXECUTION BY THE CITY MANAGER.

B. CONSIDER AWARD OF THE FOLLOWING BIDS:

1. BID #52-21 – WE RECOMMEND THE AWARD TO PEACHTREE CONSTRUCTION FOR FY 2021 ASPHALT OVERLAY PROGRAM IN THE AMOUNT OF $260,702.72.

2. BID #58-21 – WE REQUEST AUTHORIZATION TO ISSUE AN ANNUAL REQUIREMENTS CONTRACT TO MARTIN MARIETTA MATERIALS, INC. FOR READY MIX CONCRETE PURSUANT TO UNIT PRICES.

3. BID #69-21 – WE REQUEST AUTHORIZATION TO ISSUE PURCHASE ORDERS FOR THE COOPERATIVE PURCHASE OF INFORMATION TECHNOLOGY EQUIPMENT TO DELL CORPORATION ($384,328.18) THROUGH THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES ("DIR") CONTRACT #DIR-TSO-3763 AND DATAVOX, INC. ($69,556.16) THROUGH DIR CONTRACT #DIR-TSO-4167.

9. REPORT ON ITEMS OF COMMUNITY INTEREST The City Council will have an opportunity to address items of community interest, including: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the City of Richardson; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the City of Richardson that was attended or is scheduled to be attended by a member of the City Council or an official or employee of the City of Richardson; and announcements involving an imminent threat to the public health and safety of people in the City of Richardson that has arisen after posting the agenda.

EXECUTIVE SESSION In compliance with Section 551.074 of the Texas Government Code, Council will convene into a closed session to discuss the following:

• Personnel Matters

• Municipal Court Judge

RECONVENE INTO REGULAR SESSION Council will reconvene into open session, and take action, if any, on matters discussed in Executive Session.

• ADJOURN

Page 2 of 3 City Council Agenda, August 16, 2021

I CERTIFY THE ABOVE AGENDA WAS POSTED ON THE BULLETIN BOARD AT THE CIVIC CENTER/CITY HALL ON FRIDAY, AUGUST 13, 2021, BY 5:00 P.M.

______AIMEE NEMER, CITY SECRETARY

ACCOMMODATION REQUESTS FOR PERSONS WITH DISABILITIES SHOULD BE MADE AT LEAST 48 HOURS PRIOR TO THE MEETING BY CONTACTING THE ADA COORDINATOR, VIA PHONE AT (972) 744-0908, VIA EMAIL AT [email protected], OR BY APPOINTMENT AT 411 W. ARAPAHO ROAD, RICHARDSON, TEXAS 75080.

PURSUANT TO SECTION 30.06 PENAL CODE (TRESPASS BY HOLDER WITH A CONCEALED HANDGUN), A PERSON LICENSED UNDER SUBCHAPTER H, CHAPTER 411, GOVERNMENT CODE (HANDGUN LICENSING LAW), MAY NOT ENTER THIS PROPERTY WITH A CONCEALED HANDGUN.

PURSUANT TO SECTION 30.07 PENAL CODE (TRESPASS BY HOLDER WITH AN OPENLY CARRIED HANDGUN), A PERSON LICENSED UNDER SUBCHAPTER H, CHAPTER 411, GOVERNMENT CODE (HANDGUN LICENSING LAW), MAY NOT ENTER THIS PROPERTY WITH A HANDGUN THAT IS CARRIED OPENLY.

FOR THE PURPOSE OF THIS NOTICE “PROPERTY” SHALL MEAN THE RICHARDSON ROOM AND COUNCIL CHAMBERS.

Page 3 of 3 City Council Agenda, August 16, 2021

MINUTES RICHARDSON CITY COUNCIL WORK SESSION AND COUNCIL MEETING JULY 12, 2021

• Call to Order Mayor Voelker called the meeting to order at 6:00 p.m. with the following Council members present:

Paul Voelker Mayor Janet DePuy Mayor Pro Tem Bob Dubey Councilmember Jennifer Justice Councilmember Joe Corcoran Councilmember Ken Hutchenrider Councilmember Arefin Shamsul Councilmember

The following staff members were also present:

Don Magner Deputy City Manager Kent Pfeil Chief Financial Officer Shanna Sims-Bradish Assistant City Manager Admin/Leisure Services Aimee Nemer City Secretary Jessica Almendarez Management Analyst Michael Spicer Director of Development Services

WORK SESSION – 6:00 PM, RICHARDSON ROOM

A. REVIEW AND DISCUSS ITEMS LISTED ON THE CITY COUNCIL MEETING AGENDA Michael Spicer, Director of Development Services, reviewed Zoning Files 21-08, 21-09, and 21- 10 for Council. Councilmember Hutchenrider excused himself from the Work Session during the discussion for ZF 21-10 due to a conflict of interest on file with the City Secretary.

B. REVIEW AND DISCUSS THE CITY COUNCIL COMMITTEE AND BOARD LIAISON ASSIGNMENTS Mayor Voelker distributed a form to Council requesting they indicate their interest in serving on Council committees and as board liaisons. He requested the forms to be returned on July 23rd and indicated that appointments would be made at the August 2nd Council meeting.

C. REPORT ON ITEMS OF COMMUNITY INTEREST Council reported on items of community interest. (This was done at the end of the meeting.)

COUNCIL MEETING – 7:00 PM, COUNCIL CHAMBERS

1. INVOCATION – JANET DEPUY

2. PLEDGE OF ALLEGIANCE: U.S. AND TEXAS FLAGS – JANET DEPUY

3. MINUTES OF THE JUNE 21, 2021 MEETING

Council Action Councilmember Hutchenrider moved to approve the Minutes as presented. Councilmember Dubey seconded the motion. A vote was taken and passed, 7-0.

4. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS Deputy City Manager Don Magner acknowledged the following public comment cards for the Visitors section.

Sarah Law, 1235 Danville Drive – regarding carports in the Cottonwood neighborhood.

Additionally, Andrew Laska, 502 Hyde Park, addressed Council regarding zoning and land use issues in relation to generating revenue. He referenced a handout provided to Council regarding a pavement replacement on Scottsdale Drive.

PUBLIC HEARING ITEMS:

5. PUBLIC HEARING, ZONING FILE 21-08, AND CONSIDER ADOPTION OF ORDINANCE NO. 4390, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND ZONING MAP BY GRANTING A SPECIAL PERMIT FOR A RESTAURANT WITH DRIVE-THROUGH SERVICE, INCLUDING A REVISED CONCEPT PLAN FOR 0.61 ACRES, AND AMENDING DEVELOPMENT STANDARDS FOR THE 7.249-ACRE PROPERTY GENERALLY LOCATED EAST OF N. PLANO ROAD, ON THE NORTH SIDE OF E. BELT LINE ROAD. THE PROPERTY IS CURRENTLY ZONED PD PLANNED DEVELOPMENT FOR C-M COMMERCIAL.

Public Hearing After a staff report, Maxwell Fisher, representing the applicant gave a presentation supporting the request. Emad Lakany, the proposed business operator, along with Mr. Fisher, were available for Council questions. Mayor Voelker opened the Public Hearing with the following comments submitted. With no further comments, Councilmember Dubey moved to close the Public Hearing at 8:01 p.m., seconded by Councilmember Hutchenrider, and approved unanimously.

Opposed Andrew Laska, 502 Hyde Park Nora Baustian, 700 Scottsdale Drive – submitted written opposition

Council Action Councilmember Shamsul moved to approve the request as submitted including the approval of Ordinance No. 4390. Mayor Pro Tem DePuy seconded the motion. A vote was taken and passed 5-2 with Councilmember Justice and Councilmember Corcoran opposed.

6. PUBLIC HEARING, ZONING FILE 21-10, AND CONSIDER ADOPTION OF ORDINANCE NO. 4392, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND ZONING MAP BY GRANTING A SPECIAL PERMIT FOR WAREHOUSING, STORAGE AND DISTRIBUTION OF GOODS AND MATERIALS THAT ARE FLAMMABLE, HAZARDOUS OR EXPLOSIVE FOR

Minutes July 12, 2021 Page 2 of 6

PROPERTY LOCATED AT THE NORTHEAST CORNER OF SHILOH ROAD AND BRECKINRIDGE BOULEVARD. THE PROPERTY IS CURRENTLY ZONED PD PLANNED DEVELOPMENT FOR I-FP(1) INDUSTRIAL DISTRICT.

Conflict of Interest Prior to the discussion of this item, Councilmember Hutchenrider recused himself from the discussion and left the Council Chambers during the deliberations and vote due to a conflict of interest on file with the City Secretary.

Public Hearing After a staff report, applicant representative, Harold Strassler addressed Council. Michael Breitfelder, also representing the applicant, and Mr. Strassler were available for Council questions. Mayor Voelker opened the Public Hearing with the following public comments submitted. With no further comments, Councilmember Corcoran moved to close the Public Hearing, seconded by Councilmember Shamsul, and approved 6-0 with Councilmember Hutchenrider abstaining due to a conflict of interest as stated above.

In Favor Randy Irlbeck, representing Pillar Commercial, 3101 PGBT

Additionally, written support was submitted by Manuel Ybarra, Pillar Commercial.

Council Action Councilmember Corcoran moved to approve Zoning File 21-10 including Ordinance No. 4392. Councilmember Dubey seconded the motion. A vote was taken and passed, 6-0 with Councilmember Hutchenrider abstaining due to a conflict of interest on file with the City Secretary.

RECESS Mayor Voelker called for a 10-minute recess at 8:46 p.m.

7. PUBLIC HEARING, ZONING FILE 21-09, AND CONSIDER ADOPTION OF ORDINANCE NO. 4391, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND ZONING MAP BY GRANTING A SPECIAL PERMIT FOR A RESTAURANT WITH DRIVE-THROUGH SERVICE ON A PORTION OF APPROXIMATELY 5.3 ACRES GENERALLY LOCATED ON THE WEST SIDE OF S. CENTRAL EXPRESSWAY BETWEEN S. FLOYD ROAD AND JAMES DRIVE. THE PROPERTY IS CURRENTLY ZONED WEST SPRING VALLEY CORRIDOR PD PLANNED DEVELOPMENT.

Public Hearing After a staff report, the following applicant representatives were available for Council questions; Kirk Hermansen, Ryan Binkley, and Ernest Crawford. Mayor Voelker opened the Public Hearing with the following public comments submitted. With no further comments, Councilmember Dubey moved to close the Public Hearing, seconded by Councilmember Shamsul, and approved unanimously.

Opposed

Minutes July 12, 2021 Page 3 of 6

Travis Bond, 731 Dumont Dr. (Representing Richardson Heights Neighborhood Association) Andrew Laska, 502 Hyde Park Sarah Gipson, 734 Nottingham Dr. Barry Hand, 710 Laguna Dr. Pamela Baustian, 700 Scottsdale Dr. Nora Baustian, 700 Scottsdale Dr.

In Favor Howard Osborne, 4208 Maycraft Dr. Evan Swindle, 715 James Dr. Manasseh Durkin, 724 N. Central Expwy. Brandon Harris, 17644 Bottlebrush Dr. Clay Eiland, 13112 Brushcreek Ln., Dallas Paul Blake, 2620 E. Prairie Creek Dr.

Additionally, there were 62 letters in support, 13 in opposition, and 1 neutral submitted to the Development Services office. The following submitted written positions to Council.

Opposed Mark Baustian, 700 Scottsdale Dr. Pattie Kluck, 739 Nottingham Dr. Sandy Hanne, 637 W. Belt Line Rd. John Lopez, 806 Bristol Ct. Diane Simmons, 105 S. Lindale Ln Caitlyn Buffington, 720 Nottingham Dr. Troy Kleasner, 738 Downing Dr. Jeff Allen, 706 S. Weatherred Dr. Thomas Gibbons, 106 Hyde Park Dr. L. R. Denton, 729 Dumont Dr. Loraine Hill-Dentron, 729 Dumont Dr. Randy and Amy Burt, 608 Hyde Park Dr. Reid Robinson, 600 Nottingham Dr. Kyra Huddleston, 505 S. Weatherred Dr. Bethany House, 407 S. Weatherred Dr.

In Favor Lauren Gay, 302 S. Weatherred Dr.

Neutral Richard Brindley, 733 James Dr.

Council Action Councilmember Dubey moved to approve the request and ordinance as presented. Mayor Pro Tem DePuy seconded the motion. A vote was taken and failed, 3-4 with Councilmember Justice, Councilmember Corcoran, Councilmember Hutchenrider, and Councilmember Shamsul opposed.

Councilmember Corcoran offered another motion to deny the request. Councilmember Shamsul seconded the motion. A vote was taken and passed, 4-3 with Mayor Voelker, Mayor Pro Tem DePuy, and Councilmember Dubey opposed. Minutes July 12, 2021 Page 4 of 6

8. CONSENT AGENDA:

A. CONSIDER ADOPTION OF ORDINANCE NO. 4393, ABANDONING PORTIONS OF THE MAIN STREET, N. INTERURBAN STREET, AND GREER STREET RIGHTS-OF-WAY ADJACENT TO LOT 4, BLOCK A, MAIN CENTRAL ADDITION, AS DESCRIBED IN EXHIBIT “A” HERETO; RESERVING ALL EXISTING EASEMENT RIGHTS OF OTHERS, IF ANY, WHETHER APPARENT OR NON-APPARENT, AERIAL, SURFACE, UNDERGROUND OR OTHERWISE; PROVIDING FOR THE FURNISHING OF A CERTIFIED COPY OF THIS ORDINANCE FOR RECORDING IN THE OFFICIAL PUBLIC RECORDS OF DALLAS COUNTY, TEXAS, AS A QUITCLAIM DEED.

B. CONSIDER RESOLUTION NO. 21-13, AMENDING THE DESIGNATED AUTHORIZED REPRESENTATIVES FOR TEXPOOL INVESTMENTS.

C. CONSIDER AWARD OF THE FOLLOWING BIDS:

1. BID #41-21 – WE RECOMMEND THE AWARD TO KIK UNDERGROUND FOR NORTH ALLEY AND UTILITY RECONSTRUCTION BLOCK 800 FONTANA AVE. AND NORTH ALLEY RECONSTRUCTION BLOCK 500 WEST SHORE DRIVE IN THE AMOUNT OF $668,074.

2. BID #47-21 – WE REQUEST AUTHORIZATION TO ISSUE AN ANNUAL REQUIREMENTS CONTRACT TO SHOW MASTERS PRODUCTION LOGISTICS, INC. FOR STAGE LABOR AND TECHNICAL SERVICES FOR THE CHARLES W. EISEMANN CENTER PURSUANT TO UNIT PRICES.

3. BID #49-21 – WE REQUEST AUTHORIZATION TO ISSUE A PURCHASE ORDER TO PARADIGM TRAFFIC SYSTEMS, INC. FOR THE COOPERATIVE PURCHASE OF SCHOOL FLASHERS UPGRADE THROUGH THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ("BUYBOARD") CONTRACT #603-20 IN THE AMOUNT OF $174,930.

4. BID #50-21 – WE REQUEST AUTHORIZATION TO ISSUE A COOPERATIVE ANNUAL REQUIREMENTS CONTRACT TO CONSOLIDATED TRAFFIC CONTROLS FOR TRAFFIC CONTROL, ENFORCEMENT, AND SIGNAL PREEMPTION EQUIPMENT PURSUANT TO UNIT PRICES SPECIFIED IN THE HOUSTON- GALVESTON AREA COUNCIL OF GOVERNMENTS ("HGAC") CONTRACT #PE05-21.

Minutes July 12, 2021 Page 5 of 6

5. BID #53-21 – WE REQUEST AUTHORIZATION TO ISSUE A PURCHASE ORDER TO SAM PACK'S FIVE STAR FORD FOR THE COOPERATIVE PURCHASE OF THREE (3) FORD INTERCEPTOR HYBRID POLICE PURSUIT VEHICLES THROUGH TARRANT COUNTY CONTRACT #2020-174 IN THE AMOUNT OF $104,052.

6. BID #54-21 – WE REQUEST AUTHORIZATION TO ISSUE A PURCHASE ORDER TO SYSTEMATES, INC. FOR THE COOPERATIVE PURCHASE OF PROJECT MANAGEMENT SOFTWARE THROUGH THE REGION VIII EDUCATION SERVICE CENTER'S COOPERATIVE PURCHASING PROGRAM, THE INTERLOCAL PURCHASING SYSTEM ("TIPS"), ON CONTRACT #200105 IN THE AMOUNT OF $130,553.

7. BID #55-21 – WE REQUEST AUTHORIZATION TO ISSUE A COOPERATIVE ANNUAL REQUIREMENTS CONTRACT TO JOE GODDARD ENTERPRISES FOR REPAIR AND MAINTENANCE OF OUTDOOR SIRENS PURSUANT TO UNIT PRICES SPECIFIED IN CITY OF ARLINGTON BID #21-0097.

D. AUTHORIZE THE CITY MANAGER TO EXECUTE CHANGE ORDER TO DECREASE PURCHASE ORDER #201239 TO RATLIFF HARDSCAPE FOR SPRING CREEK NATURE AREA PHASE II TRAILS IN THE AMOUNT OF $50,001.49.

Council Action Councilmember Hutchenrider moved to approve the Consent Agenda as presented. Councilmember Dubey seconded the motion. A vote was taken and passed, 7-0.

ADJOURNMENT Prior to adjournment, Mayor Voelker recognized Development Services Director Michael Spicer who is retiring July 30, 2021. With no further business, the meeting was adjourned at 10:53 p.m.

______MAYOR ATTEST:

______CITY SECRETARY Minutes July 12, 2021 Page 6 of 6

MINUTES RICHARDSON CITY COUNCIL WORK SESSION MEETING JULY 19, 2021

• Call to Order Mayor Voelker called the meeting to order at 6:00 p.m. with the following Council members present:

Paul Voelker Mayor Janet DePuy Mayor Pro Tem Bob Dubey Councilmember Jennifer Justice Councilmember Joe Corcoran Councilmember Ken Hutchenrider Councilmember Arefin Shamsul Councilmember

The following staff members were also present:

Don Magner Deputy City Manager Kent Pfeil Chief Financial Officer Shanna Sims-Bradish Assistant City Manager Admin/Leisure Services Aimee Nemer City Secretary Jessica Almendarez Management Analyst Shawn Poe Director of Engineering Jim Dulac Assistant Director of Engineering Brad Bernhard Project Engineer Eric Robison Director of Public Services

WORK SESSION – 6:00 PM, RICHARDSON ROOM

A. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS Don Magner, Deputy City Manager, acknowledged a public comment form submitted by Luke Friesen, 534 Lawnmeadow Drive, regarding drainage in the Canyon Creek area.

B. REVIEW AND DISCUSS THE FY 2021-2022 WATER/WASTEWATER MAINTENANCE STRATEGIES Don Magner, Deputy City Manager, introduced this item and gave an overview of the water/wastewater system, reviewed management strategies and considerations, the water system maintenance and capital plan, and the wastewater system maintenance and capital plan.

Eric Robison, Director of Public Services, provided an overview of the maintenance plan and capital improvements plan.

Shawn Poe, Director of Engineering, provided an overview of wastewater maintenance and capital plan strategies.

C. REVIEW AND DISCUSS THE FY 2021-2022 STREETS AND ALLEYS MAINTENANCE STRATEGIES Shawn Poe, Director of Engineering, gave an overview of the street maintenance strategy. D. REVIEW AND DISCUSS THE FY 2021-2022 DRAINAGE UTILITY PROGRAM STRATEGIES Jim Dulac, Assistant Director of Engineering, provided an overview of the drainage utility program and reviewed the May 2021 storm events.

E. REPORT ON ITEMS OF COMMUNITY INTEREST Council reported on items of community interest.

ADJOURNMENT With no further business, the meeting was adjourned at 9:14 p.m.

______MAYOR ATTEST:

______CITY SECRETARY

Minutes July 19, 2021 Page 2 of 2

MINUTES RICHARDSON CITY COUNCIL BUDGET WORKSHOP MEETING JULY 26 – JULY 27, 2021

• Call to Order Mayor Voelker called the meeting to order at 6:00 p.m. with the following Council members present:

Paul Voelker Mayor Janet DePuy Mayor Pro Tem Bob Dubey Councilmember Jennifer Justice Councilmember Joe Corcoran Councilmember Ken Hutchenrider Councilmember Arefin Shamsul Councilmember

The following staff members were also present:

Dan Johnson City Manager Don Magner Deputy City Manager Kent Pfeil Chief Financial Officer Shanna Sims-Bradish Assistant City Manager Admin/Leisure Services Bob Clymire Budget Officer Cara Copley Assistant Budget Officer Keith Dagen Finance Director Jessica Almendarez Management Analyst

BUDGET WORKSHOP – MONDAY, JULY 26, 6:00 PM, RICHARDSON ROOM

A. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS City Manager Johnson acknowledged a public comment card from Debra Boopsingh, 1404 Chickasaw Drive, regarding the investigation into Richardson Police Department quotas. There were no visitor comments submitted.

B. REVIEW AND DISCUSS FISCAL YEAR 2021-2022 BUDGET FOR OPERATIONS, CAPITAL IMPROVEMENTS, AND DEBT SERVICE City Manager Johnson provided an overview of the development of the FY 2021-2022 budget. Deputy City Manager Magner reviewed the key work plan items in the proposed budget.

• RECESS Mayor Voelker called for a recess at 8:27 p.m. and reconvened at 8:38 p.m.

Bob Clymire, Budget Officer, reviewed General Fund strategies.

Mr. Johnson provided closing remarks.

• RECESS Mayor Voelker recessed the meeting at 9:25 p.m. to be reconvened on Tuesday, July 27 at 6:00 p.m.

RECONVENE– TUESDAY, JULY 27, 6:00 PM, RICHARDSON ROOM Mayor Voelker reconvened the meeting at 6:00 p.m. with all Councilmembers and staff as noted present.

B. CONTINUE REVIEW AND DISCUSS FISCAL YEAR 2021-2022 BUDGET FOR OPERATIONS, CAPITAL IMPROVEMENTS, AND DEBT SERVICE

The following funds were reviewed:

• Capital and Debt Planning – Don Magner, Keith Dagen • Water/Sewer Fund – Bob Clymire • Solid Waste Fund – Bob Clymire • Golf Fund – Bob Clymire • Hotel/Motel Fund – Bob Clymire

City Manager Johnson provided concluding comments.

ADJOURNMENT With no further business, the meeting was adjourned at 8:05 p.m.

______MAYOR ATTEST:

______CITY SECRETARY

Minutes July 26 – July 27, 2021 Page 2 of 2

MINUTES RICHARDSON CITY COUNCIL COUNCIL MEETING AUGUST 2, 2021 • Call to Order Mayor Voelker called the meeting to order at 6:00 p.m. with the following Council members present:

Paul Voelker Mayor Janet DePuy Mayor Pro Tem Bob Dubey Councilmember Jennifer Justice Councilmember Joe Corcoran Councilmember Ken Hutchenrider Councilmember Arefin Shamsul Councilmember

The following staff members were also present:

Dan Johnson City Manager Don Magner Deputy City Manager Kent Pfeil Chief Financial Officer Shanna Sims-Bradish Assistant City Manager Admin/Leisure Services Aimee Nemer City Secretary Jessica Almendarez Management Analyst

COUNCIL MEETING – 6:00 PM, RICHARDSON ROOM

1. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS City Manager Johnson acknowledged a public comment card submitted by Murali Krishnan, 6000 Ohio Drive, Plano, regarding a civil/criminal case that has been reported to the Richardson Police Department.

ACTION ITEMS:

2. CONSIDER SETTING PUBLIC HEARING ON AUGUST 16, 2021 ON THE PROPOSED TAX RATE OF $0.61516 PER $100 VALUATION FOR FISCAL YEAR 2021-2022.

Staff Comments City Manager Johnson explained that through the budget development process, including the City Council Budget Workshop, City staff is proposing a tax rate of $0.61516, which is one full cent lower than the current tax rate. He explained that the proposed rate is not Council’s official position but arose out of Council discussion and consensus from the Budget Workshop. Mr. Johnson explained that once the public hearing is set at the proposed rate, the Council only has the option of adopting the proposed rate or a lower rate; and cannot adopt a higher rate without a new public hearing.

Council Discussion Several councilmembers requested clarification on setting the public hearing at the proposed rate of $0.61516 or the current rate of $0.62516. There was some discussion suggesting setting the hearing at the current rate of $0.62516, would allow Council the option to consider the current rate or a lower rate.

Council Action Councilmember Hutchenrider moved to set a Public Hearing on August 16, 2021, for the proposed tax rate of $0.61516 per $100 valuation for fiscal year 2021-2022. Mayor Pro Tem DePuy seconded the motion. A vote was taken, and the motion failed with Mayor Voelker, Mayor Pro Tem Hutchenrider, and Councilmember Hutchenrider voting in favor and Councilmember Dubey, Councilmember Justice, Councilmember Corcoran, and Councilmember Shamsul voting in opposition.

Councilmember Justice moved to set a Public Hearing on August 16, 2021, for the proposed tax rate of $0.62516 per $100 valuation for the fiscal year 2021-2022. Councilmember Dubey seconded the motion. A vote was taken and passed with Councilmember Dubey, Councilmember Justice, Councilmember Corcoran, and Councilmember Shamsul voting in favor, and Mayor Voelker, Mayor Pro Tem DePuy, and Councilmember Hutchenrider opposed.

3. CONSIDER SETTING PUBLIC HEARING ON AUGUST 23, 2021 FOR THE PROPOSED FISCAL YEAR 2021-2022 RICHARDSON MUNICIPAL BUDGET.

Council Action Mayor Pro Tem DePuy moved to set a Public Hearing date of August 23, 2021, for the proposed budget for fiscal year 2021-2022. Councilmember Hutchenrider seconded the motion. A vote was taken and passed with Mayor Voelker, Mayor Pro Tem DePuy, Councilmember Dubey, Councilmember Justice, Councilmember Corcoran, Councilmember Hutchenrider, and Councilmember Shamsul voting in favor. No members were opposed.

4. CONSENT AGENDA:

A. CONSIDER RESOLUTION NO. 21-14, APPROVING THE TERMS AND CONDITIONS OF A PROJECT SPECIFIC AGREEMENT “TYPE B” MADE PURSUANT TO MASTER ROAD & BRIDGE INTERLOCAL AGREEMENT (HEREINAFTER “PROJECT SPECIFIC AGREEMENT”), BY AND BETWEEN DALLAS COUNTY, TEXAS (HEREINAFTER “COUNTY”), AND THE CITY OF RICHARDSON, TEXAS (HEREINAFTER “CITY”), FOR REPAIR, MAINTENANCE, AND IMPROVEMENTS ON DULY QUALIFIED “TYPE B” PUBLIC ROADWAY WITHIN THE CITY (HEREINAFTER “PROJECT”); AND AUTHORIZING ITS EXECUTION BY THE MAYOR.

B. CONSIDER AWARD OF THE FOLLOWING BIDS:

1. BID #62-21 – WE REQUEST AUTHORIZATION TO ISSUE A COOPERATIVE ANNUAL REQUIREMENTS CONTRACT TO WAUKESHA-PEARCE INDUSTRIES, LLC FOR EMERGENCY GENERATOR MAINTENANCE PURSUANT TO UNIT PRICES SPECIFIED IN THE LOCAL GOVERNMENT PURCHASING COOPERATIVE ("BUYBOARD") CONTRACT #597-19.

Minutes August 2, 2021 Page 2 of 5

2. BID #67-21 – WE REQUEST AUTHORIZATION TO ISSUE A PURCHASE ORDER TO INTERCON ENVIRONMENTAL, INC. FOR THE COOPERATIVE PURCHASE OF ASBESTOS ABATEMENT FOR 1302 E. COLLINS BLVD. THROUGH THE REGION VIII EDUCATION SERVICE CENTER'S COOPERATIVE PURCHASING PROGRAM, THE INTERLOCAL PURCHASING SYSTEM ("TIPS"), ON CONTRACT #19100202 IN THE AMOUNT OF $145,860.

3. BID #68-21 – WE REQUEST RATIFICATION OF THE PURCHASE ORDER ISSUED TO GENERAL DATATECH, L.P. FOR THE COOPERATIVE PURCHASE OF CISCO NETWORK EQUIPMENT THROUGH THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES ("DIR") CONTRACT #DIR-TSO-4167 IN THE AMOUNT OF $525,445.50.

C. CONSIDER AWARD OF COMPETITIVE SEALED PROPOSAL #901-21 – WE RECOMMEND THE AWARD TO MART, INC. FOR THE 1302 E. COLLINS BLVD. RENOVATION IN THE AMOUNT OF $3,077,000.00.

Council Action After an inquiry from Councilmember Shamsul, Deputy City Manager Magner explained that the funding is a budgeted item. Councilmember Hutchenrider moved to approve the Consent Agenda as presented. Councilmember Corcoran seconded the motion. A vote was taken and passed, 7-0.

5. REVIEW AND DISCUSS THE CITY COUNCIL COMMITTEE AND BOARD LIAISON ASSIGNMENTS Mayor Voelker distributed City Council Committee and Board Liaison assignments as follows:

Audit Committee Bob Dubey * Joe Corcoran Ken Hutchenrider

Education Committee Ken Hutchenrider * Arefin Shamsul Jennifer Justice

Retail Committee Bob Dubey * Arefin Shamsul Joe Corcoran

*Chairman

Liaisons to Advisory Boards and Commissions: Animal Services Advisory Commission - Jennifer Justice Cultural Arts Commission - Ken Hutchenrider Library Board - Joe Corcoran Minutes August 2, 2021 Page 3 of 5

Parks Commission - Bob Dubey

Regional Committees/Assignments: Dallas Regional Mobility Coalition - Janet DePuy Regional Transportation Council - Janet DePuy

Mayoral Committees/Roles: Metroplex Mayors Association (Past President) - Paul Voelker North Central Texas Council of Governments (Liaison) - Paul Voelker Chamber of Commerce Board (Ex-Officio) - Paul Voelker Leadership Richardson Advisory Board (Ex-Officio) - Paul Voelker TML Region 13 Nomination Chairman - Paul Voelker

6. REVIEW AND DISCUSS COVID-19 RESPONSE Don Magner, Deputy City Manager, provided an update on the City’s COVID-19 response.

7. REPORT ON ITEMS OF COMMUNITY INTEREST Council reported on items of community interest.

RECESS Mayor Voelker recessed the meeting at 6:55 p.m.

EXECUTIVE SESSION In compliance with Section 551.074 and Section 551.071 (1) and (2) of the Texas Government Code, Council will convene into a closed session to discuss the following:

• Personnel Matters • Municipal Court Judge

• Consultation with City Attorney • Review of Duties and Responsibilities and State and Local Ethics Requirements for Mayor and Council Members, Regulation of Short-Term Rentals, Regulation of Commercial Photography in City Parks, and Regulation of On-Street Parking

Council Action Mayor Voelker convened into Executive Session at 7:10 p.m.

RECONVENE INTO REGULAR SESSION Council will reconvene into open session, and take action, if any, on matters discussed in Executive Session

Council Action Mayor Voelker reconvened into Regular Session at 10:02 p.m. There was no action as a result of the Executive Session.

ADJOURNMENT With no further business, the meeting was adjourned at 10:03 p.m.

Minutes August 2, 2021 Page 4 of 5

______MAYOR ATTEST:

______CITY SECRETARY

Minutes August 2, 2021 Page 5 of 5

MINUTES RICHARDSON CITY COUNCIL CITY COUNCIL WORK SESSION MEETING AUGUST 9, 2021

• Call to Order Mayor Voelker called the meeting to order at 6:00 p.m. with the following Council members present:

Paul Voelker Mayor Janet DePuy Mayor Pro Tem Bob Dubey Councilmember Jennifer Justice Councilmember Joe Corcoran Councilmember Ken Hutchenrider Councilmember Arefin Shamsul Councilmember

The following staff members were also present:

Dan Johnson City Manager Don Magner Deputy City Manager Kent Pfeil Chief Financial Officer Shanna Sims-Bradish Assistant City Manager Admin/Leisure Services Robert Clymire Budget Officer Keith Dagen Director of Finance

WORK SESSION – 6:00 PM, RICHARDSON ROOM

A. VISITORS/ACKNOWLEDGEMENT OF PUBLIC COMMENT CARDS There were no visitor comments or public comment cards submitted.

B. REVIEW AND DISCUSS THE CITY MANAGER’S PROPOSED BUDGET FOR FISCAL YEAR 2021-2022 City Manager Dan Johnson presented the proposed budget and lead discussion on the following key points. Deputy City Manager Don Magner assisted with the presentation.

• Recap of FY22 Budget Impact – Dan Johnson • Understanding Property Tax Base and Tax Rate Dynamics – Dan Johnson • General Fund Revenues and Expenditures – Dan Johnson • Discussion of Tax Rate – City Council. A majority of the City Council spoken in favor of reducing the tax rate by 1 cent • Series 2022 Debt Plan – Don Magner • Water and Sewer Fund, Solid Waste Fund, Golf Fund, Hotel/Motel Fund – Don Magner

C. REPORT ON ITEMS OF COMMUNITY INTEREST Council reported on items of community interest.

ADJOURNMENT With no further business, the meeting was adjourned at 10:15 p.m.

______MAYOR ATTEST:

______CITY SECRETARY

Minutes August 9, 2021 Page 2 of 2

City Council Worksession Agenda Item Summary

Worksession Meeting Date: Monday, August 16, 2021

Agenda Item: Public Hearing for Proposed Tax Rate of $0.62516 per $100 Valuation for Fiscal Year 2021-2022.

Staff Resource: Dan Johnson, City Manager

Summary: At the August 2, 2021 City Council meeting, the City Council voted to set a public hearing for August 16, 2021 on the proposed tax rate of $0.62516 per $100 valuation for Fiscal Year 2021-2022.

On August 6, 2021, the City Manager filed a Proposed Budget for Fiscal Year 2021-2022 with a proposed tax rate of $0.62516 per $100 valuation.

City Council Strategic Goals: This agenda item helps further the following City Council Strategic Goals:

• Manage City finances effectively and efficiently

Background Information: On July 26 and 27, 2021, the Richardson City Council held a Budget Workshop at which City Staff provided the City Council with a status report on the current 2020- 2021 revenues and expenditures and reviewed the City Council preliminary revenue and expenditure projections for the 2021-2022 Fiscal Year.

The City Manager filed a Proposed Budget for the Fiscal Year 2021-2022 on Friday, August 6, 2021 in accordance with the City Charter and State Law. RESOLUTION NO. 21-15

A RESOLUTION ordering a bond election to be held in the City of Richardson, Texas, making provisions for the conduct of the election and resolving other matters incident and related to such election.

WHEREAS, the City Council of the City of Richardson, Texas hereby finds that an election should be held to determine whether said governing body shall be authorized to issue bonds of said City in the amounts and for the purposes hereinafter identified; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHARDSON, TEXAS:

SECTION 1: An election shall be held on the 2nd day of November, 2021, in the City of Richardson, Texas, which date is not less than seventy-eight (78) nor more than ninety (90) days from the date of the adoption hereof and is a uniform election date pursuant to Texas Election Code, Section 41.001, for the purpose of submitting the following measures:

PROPOSITION A

“SHALL the City Council of the City of Richardson, Texas, be authorized to issue general obligation bonds of the City in the principal amount of $102,000,000 for permanent public improvements and public purposes, to wit: acquiring, constructing, improving and maintaining streets, thoroughfares and alleyways within the City, traffic signalization and signage and traffic management equipment; such bonds to mature serially or otherwise over a period not to exceed forty (40) years from their date, to be issued and sold in one or more series at any price or prices and to bear interest at any rate or rates (fixed, floating, variable or otherwise) as shall be determined within the discretion of the City Council at the time of issuance or sale of the bonds; and whether ad valorem taxes shall be levied upon all taxable property in the City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?”

PROPOSITION B

“SHALL the City Council of the City of Richardson, Texas, be authorized to issue general obligation bonds of the City in the principal amount of $64,000,000 for permanent public improvements and public purposes, to wit: constructing, improving, renovating, expanding and equipping municipal public buildings and the acquisition of land therefor; such bonds to mature serially or otherwise over a period not to exceed forty (40) years from their date, to be issued and sold in one or more series at any price or prices and to bear interest at any rate or rates (fixed, floating, variable or otherwise) as shall be determined within the discretion of the City Council at the time of issuance or sale of the bonds; and whether ad valorem taxes shall be levied upon all taxable property in the City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?”

102706150.7/1001156703 PROPOSITION C

“SHALL the City Council of the City of Richardson, Texas, be authorized to issue general obligation bonds of the City in the principal amount of $8,500,000 for permanent public improvements and public purposes, to wit: constructing, improving, extending, repairing sidewalks and related improvements; such bonds to mature serially or otherwise over a period not to exceed forty (40) years from their date, to be issued and sold in one or more series at any price or prices and to bear interest at any rate or rates (fixed, floating, variable or otherwise) as shall be determined within the discretion of the City Council at the time of issuance or sale of the bonds; and whether ad valorem taxes shall be levied upon all taxable property in the City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?”

PROPOSITION D

“SHALL the City Council of the City of Richardson, Texas, be authorized to issue general obligation bonds of the City in the principal amount of $8,000,000 for permanent public improvements, to wit: planning, designing, constructing, improving, renovating, repairing, replacing, and expanding flood protection and storm drainage facilities and improvements, erosion control, including necessary and appropriate relocation of utilities and the acquisition of land related thereto; such bonds to mature serially or otherwise over a period not to exceed forty (40) years from their date, to be issued and sold in one or more series at any price or prices and to bear interest at any rate or rates (fixed, floating, variable or otherwise) as shall be determined within the discretion of the City Council at the time of issuance or sale of the bonds; and whether ad valorem taxes shall be levied upon all taxable property in the City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?”

PROPOSITION E

“SHALL the City Council of the City of Richardson, Texas, be authorized to issue general obligation bonds of the City in the principal amount of $7,500,000 for the purpose of designing, acquiring, constructing, renovating, improving, and equipping the City parks (including passive parks and open space improvements), and acquiring lands, interests in lands, and rights-of-way related thereto; such bonds to mature serially or otherwise over a period not to exceed forty (40) years from their date, to be issued and sold in one or more series at any price or prices and to bear interest at any rate or rates (fixed, floating, variable or otherwise) as shall be determined within the discretion of the City Council at the time of issuance or sale of the bonds; and whether ad valorem taxes shall be levied upon all taxable property in the City sufficient to pay the annual interest and provide a sinking fund to pay the bonds at maturity and the cost of any credit agreements executed in connection with the bonds?”

SECTION 2: Pursuant to an agreement with the Dallas County Elections Department, for that portion of the City located in Dallas County and the Collin County Elections Department for that portion of the City located in Collin County, the election shall be conducted by the Dallas County Elections Department and the Collin County Elections Department, respectively, in

102706150.7/1001156703 2 accordance with the provisions of the respective agreements for election services (the “Contracts”).

The City shall be divided into multiple election precincts or vote center areas for this election and the polling places for this election are shown in Exhibits A-1 and A-2, which is attached hereto and incorporated herein by reference as a part of this Resolution for all purposes. The election officers and maximum number of clerks for each polling place shall be determined and appointed in accordance with the Contracts.

On election day, the polls shall be open from 7:00 a.m. to 7:00 p.m.

SECTION 3: With respect to that portion of the City located in Dallas County, the locations, dates and times for early voting for this election shall be as shown in Exhibit B-1, which is attached hereto and incorporated herein by reference as a part hereof for all purposes. Michael Scarpello, Dallas County Elections Administrator, is hereby appointed early voting clerk and shall appoint and designate deputy clerks at such early voting polling place in accordance with the agreement with the Dallas County Elections Department.

With respect to that portion of the City located in Collin County, the locations, dates and times for early voting for this election shall be as shown in Exhibit B-2, which is attached hereto and incorporated herein by reference as a part hereof for all purposes. Bruce Sherbet, Collin County Elections Administrator, is hereby appointed as early voting clerk and shall appoint and designate deputy clerks for early voting in accordance with the agreement with the Collin County Elections Department.

For purposes of processing ballots cast in early voting, the election officers for the early voting ballot board for this election shall be appointed and designated in accordance with the provisions of the Contracts.

SECTION 4: With respect to voters of the City residing in Dallas County, the Central Counting Station for the tabulation and counting of ballots for this election shall be located at the Office of the Elections Department, 1520 Round Table Dr., Dallas, Texas and the Manager, Tabulation Supervisor, Presiding Judge and Alternate Presiding Judge at such Central Counting Station shall be determined, appointed and designated in accordance with the agreement with the Dallas County Elections Department. The Manager and Presiding Judge of such Central Counting Station may appoint clerks to serve at such Station, as provided by Texas Election Code, Section 127.006, as amended.

With respect to voters of the City residing in Collin County, the Central Counting Station for the tabulation and counting of ballots for this election shall be located at the Collin County Election Department, 2010 N. Redbud Blvd., #102, McKinney, Texas and the Manager, Tabulation Supervisor, Presiding Judge and Alternate Presiding Judge at such Central Counting Station shall be determined, appointed and designated in accordance with the agreement with the Collin County Elections Department. The Manager and Presiding Judge of such Central Counting Station may appoint clerks to serve at such Station, as provided by Section 127.006 of the Election Code, as amended.

SECTION 5: A voting system or systems meeting the standards and requirements of the Texas Election Code, as amended, is hereby adopted and approved for early voting by personal appearance and by mail and for election day voting.

102706150.7/1001156703 3 Ballots shall be prepared in accordance with Texas Election Code, and permit electors to vote “FOR” or “AGAINST” the aforesaid measures which shall appear on the ballot substantially as follows:

PROPOSITION A “THE ISSUANCE OF $102,000,000 GENERAL OBLIGATION BONDS FOR STREETS, ALLEYS AND TRAFFIC SIGNALS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS”

PROPOSITION B “THE ISSUANCE OF $64,000,000 GENERAL OBLIGATION BONDS FOR PUBLIC BUILDINGS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS”

PROPOSITION C “THE ISSUANCE OF $8,500,000 GENERAL OBLIGATION BONDS FOR SIDEWALKS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS”

PROPOSITION D “THE ISSUANCE OF $8,000,000 GENERAL OBLIGATION BONDS FOR FLOOD CONTROL AND DRAINAGE AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS”

PROPOSITION E “THE ISSUANCE OF $7,500,000 GENERAL OBLIGATION BONDS FOR PARKS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS”

SECTION 6: All resident qualified electors of the City shall be permitted to vote at said election, and on the day of the election, such electors shall vote at the polling place designated for the election precinct in which they reside or at a vote center, as applicable. This election shall be held and conducted in accordance with the provisions of Texas Election Code and Texas Government Code, Chapter 1251, and as may be required by law, all election materials and proceedings shall be printed in both English and Spanish.

SECTION 7: A substantial copy of this Resolution shall serve as proper notice of said election. Said notice shall be published on the same day in each of two successive weeks in a newspaper of general circulation in said City, the first of said publications to appear in said newspaper not more than thirty (30) days and not less than fourteen (14) full days prior to the day of the election. Moreover, a substantial copy of this Resolution and the voter information attached as an Exhibit, including a Spanish translation thereof, shall be posted (i) at City Hall not less than 21 days prior to Election Day; (ii) at three additional public places within the City not less than 21 days prior to Election Day, (iii) in a prominent location at each polling place on Election Day and during early voting, and (iv) in a prominent location on the City’s internet website not less than 21 days prior to Election Day. A sample ballot shall be posted on the City’s internet website not less than 21 days prior to Election Day.

102706150.7/1001156703 4 SECTION 8: In accordance with Texas Election Code, Section 3.009(b), as amended, the aggregate amount of outstanding principal of the City's debt obligations secured by ad valorem taxes as of the date of adoption of this Resolution, totaled $320,365,000; the aggregate amount of outstanding interest on the City's debt obligations secured by ad valorem taxes as of the date of adoption of this Resolution, totaled $77,303,765; and the ad valorem debt service tax rate for the City as of the date of the adoption of this Resolution is $0.24392 cents per $100 of taxable assessed valuation. Based on the bond market conditions at the date of adoption of this Resolution, the maximum net effective interest rate for any series of the bonds is estimated to be 5.25%. Such estimated maximum rate is provided as a matter of information and in accordance with the requirements of Texas law, but is not a limitation on the interest rate at which the bonds, or any series thereof, may be sold.

SECTION 9: This Resolution shall incorporate the provisions of the Contracts, and to the extent of any conflict between this Resolution and the Contracts, the provisions of the Contracts shall control. The Mayor, City Manager, City Secretary or other appropriate official, is hereby authorized to correct, modify or change the exhibits to this Resolution based upon the final locations and times agreed upon by the respective elections departments and the City.

(remainder of page left blank intentionally)

102706150.7/1001156703 5 PASSED AND APPROVED, this the 16th day of August, 2021.

Mayor City of Richardson, Texas

ATTEST:

City Secretary City of Richardson, Texas

(City Seal)

102706150.7/1001156703 S-1

Exhibit A-1

FOR THE PORTION OF CITY OF RICHARDSON LOCATED IN DALLAS COUNTY, TEXAS

NOVEMBER 2, 2021 ELECTION DAY VOTING LOCATIONS

The locations for election day voting will be provided by the Dallas County Elections Administrator pursuant to the Contract with the Dallas County Elections Administrator and as listed at www.dallasvotes.org.

102706150.7/1001156703 A-1-1

Exhibit A-2

FOR THE PORTION OF CITY OF RICHARDSON LOCATED IN COLLIN COUNTY, TEXAS

NOVEMBER 2, 2021 ELECTION DAY VOTING LOCATIONS

Polling Place Address City Aldridge Elementary School 720 Pleasant Valley Lane Richardson 75080 Allen ISD Service Center 1451 North Watters Road Allen 75002 Allen Municipal Courts Facility 301 Century Parkway Allen 75013 Anna ISD Board Room 201 E 7th Street Anna 75409 Armstrong Middle School 3805 Timberline Drive Plano 75074 Benton Staley Middle School 6927 Stadium Drive Frisco 75033 Blue Ridge ISD Admin Bldg 318 West School Street Blue Ridge 75424 Bowman Middle School 2501 Jupiter Road Plano 75074 Carpenter Middle School 3905 Ranier Road Plano 75023 Carpenter Park Recreation School 6701 Coit Road Plano 75024 Celina ISD Administration Bldg 205 S Colorado Celina 75009 Christ United Methodist Church 3101 Coit Road Plano 75075 Clark High School 523 W. Spring Creek Pkwy Plano 75023 Farmersville Campus 501 S. Collin Parkway Farmersville 75442 Collin College Frisco Campus 9700 Wade Blvd Frisco 75035 Collin College Higher Education Center 3452 Spur 399 McKinney 75069 Collin College McKinney Campus 2200 University Drive McKinney 75071 Collin College Plano Campus 2800 Spring Creek Pkwy Plano 75074 Collin College Wylie Campus 391 Country Club Road Wylie 75098 Collin County Elections Office 2010 Redbud Blvd, Ste. 102 McKinney 75069 Davis Library 7501 Independence Pkwy Plano 75025 Dowell Middle School 301 Ridge Road McKinney 75070 First Baptist Church Branch 7011 FM 546 Princeton 75407 Fowler Middle School 3801 McDermott Road Plano 75025 Frisco Fire Station #8 14700 Rolater Road Frisco 75034 Gay Library 6861 W Eldorado Pkwy McKinney 75070 Haggar Elementary School 17820 Campbell Road Dallas 75252 Haggard Library 2501 Coit Road Plano 75075 Harmony School of Innovation 808 W President George W Bush Hwy Dallas 75252 Harrington Library 1501 18th Street Plano 75074 Hunt Middle School 5900 Legendary Drive Frisco 75034 Josephine City Hall 201 Main Street Josephine Lavon City Hall 120 School Road Lavon 75166 Lovejoy ISD Administration Bldg 259 Country Club Road Allen 75002 Lowry Crossing City Hall 1405 S Bridgefarmer Road Lowry Crossing 75069 Lucas Community Center 665 Country Club Road Lucas 75002 McKinney Fire Station #7 861 Independence Pkwy McKinney 75070 McKinney Fire Station #10 1150 Olympic Crossing McKinney 75071 Melissa City Hall 3411 Barker Avenue Melissa 75454 Miller Elementary School 5651 Coventry Drive Richardson 75082 Michael J Felix Community Center 2815-E Sachse Road Sachse 75048 Murphy Community Center 205 N. Murphy Road Murphy 75094

102706150.7/1001156703 A-2-1

Polling Place Address City Old Edge Middle School 611 N FM 1138 Nevada 75173 Parker City Hall 5700 E Parker Road Parker 75002 Parr Library 6200 Windhaven Pkwy Plano 75093 Plano ISD Administration Center 2700 W. 15th Street Plano 75075 Princeton Public Works 255 Monte Carlo Blvd Princeton 75407 Prosper Town Hall 200 S. Main Street Prosper 75078 Richardson Civic Center 411 W Arapaho Road Richardson 75080 Roy and Helen Hall Library 101 E. Hunt Street McKinney 75069 Royse City ISD Mike McKinney Maint Facility 1420 FM1777 Royse City 75189 Seis Lagos Community Services Assoc. 222 Seis Lagos Trail Wylie 75098 Shepton High School 5505 Plano Parkway Plano 75093 Shiloh Missionary Baptist Church 920 E. 14th Street Plano 75074 Stonebridge United Methodist Church 1800 S. Stonebridge Drive McKinney 75070 The Grove at Frisco Commons 8300 McKinney Road Frisco 75034 Tom Muehlenbeck Recreation Center 5801 W. Parker Road Plano 75093 Weston Community Center 117 Main Street Weston 75097 Woodcreek Church 3400 E. Renner Road Richardson 75082 Wylie Senior Recreation Center 800 Thomas Street Wylie 75098

The locations for election day voting will be provided by the Collin County Elections Administrator pursuant to the Contract with the Collin County Elections Administrator and as listed at www.collincountytx.gov/elections.

102706150.7/1001156703 A-2-2

Exhibit B-1

EARLY VOTING LOCATIONS, DATES AND HOURS

FOR THE PORTION OF CITY OF RICHARDSON LOCATED IN DALLAS COUNTY, TEXAS

Early voting begins Monday, October 18, 2021 and ends on Friday, October 29, 2021. For Dallas County voters, applications for ballot by mail shall be requested from and mailed to Dallas County Elections, Attn: Michael Scarpello, 1520 Round Table Drive, Dallas, Texas 75247 or [email protected].

Applications for ballots by mail must be received no later than the close of business on October 22, 2021.

Polling Place Address Dallas County Elections Administration George L. Allen Sr. Courts Building, Main Lobby (Main Early Voting Location) 600 Commerce Street, Dallas, Texas 75202

Sunday Monday Tuesday Wednesday Thursday Friday Saturday October 18 October 19 October 20 October 21 October 22 October 23 Early Voting Early Voting Early Voting Early Voting Early Voting Early Voting 8am – 5pm 8am – 5pm 8am – 5pm 8am - 5pm 8am - 5pm 8am – 5pm Oct 24 October 25 October 26 October 27 October 28 October 29 October 30 Early Voting Early Voting Early Voting Early Voting Early Voting Early Voting --- 1pm – 6pm 8am – 5pm 8am – 5pm 8am – 5pm 7am – 7pm 7am – 7pm Oct 31 November 1 November 2 ------Election Day 7am – 7pm

*City voters who reside in Dallas County may vote at any of the additional Early Voting locations provided in the Dallas County Contract or at www.dallascountyvotes.org. The polling places, county vote centers, and the county election precincts whose qualified voters shall cast ballots at such locations in the City of Richardson for the 2021 Bond Election will be designated by the Dallas County Elections Administrator. A full list of voting locations will be provided by the Dallas County Elections Administrator.

102706150.7/1001156703 B-1-1

Exhibit B-2

EARLY VOTING LOCATIONS, DATES AND HOURS

FOR THE PORTION OF CITY OF RICHARDSON LOCATED IN COLLIN COUNTY, TEXAS

Early voting begins Monday, October 18, 2021 and ends on Friday, October 29, 2021. For Collin County voters, applications for ballot by mail shall be requested from and mailed to Collin County Elections, Attn: Bruce Sherbet, 2010 Redbud #102, McKinney, Texas 75069 or [email protected]. Applications for ballots by mail must be received no later than the close of business on October 22, 2021.

Early Voting Locations and Hours City of Richardson Collin County*

Polling Place* Address City Collin County Election Office 2010 Redbud Boulevard, McKinney, Texas 75069 (Main Early Voting Location) Suite 102

Polling Place Address City Allen ISD Service Center 1451 North Watters Road Allen 75002 Allen Municipal Courts Facility 301 Century Parkway Allen 75013 Anna ISD Board Room 201 E 7th Street Anna 75409 Blue Ridge ISD Administration Building 318 W School Street Blue Ridge 75424 Carpenter Park Rec Ctr 6701 Coit Road Plano 75024 Celina ISD Admin Bldg. 205 S. Colorado Celina 75009 Collin College Farmersville Campus 501 S. Collin Parkway Farmersville 75442 Collin College Frisco Campus 9700 Wade Blvd. Frisco 75035 Collin College Higher Education Center 3452 Spur 399 McKinney 75069 Collin College McKinney Campus 2200 University Drive McKinney 75071 Collin College Plano Campus 2800 Spring Creek Parkway Plano 75074 Collin College Wylie Campus 391 Country Club Road Wylie 75098 Davis Library 7501 Independence Parkway Plano 75025 Frisco Fire Station #8 14700 Rolater Road Frisco 75034 Gay Library 6861 W Eldorado Pkwy McKinney 75070 Haggard Library 2501 Coit Road Plano 75075 Harmony School of Innovation 8080 W President George W Bush Hwy Dallas 75252 Harrington Library 1501 18th Street Plano 75074 Josephine City Hall 201 Main Street Josephine 75173 Lavon City Hall 120 School Road Lavon 75166 Lovejoy ISD Administration Bldg. 259 Country Club Road Allen 75002 Lucas Community Center 665 Country Club Road Allen 75002 McKinney Fire Station #7 861 Independence Parkway McKinney 75070 McKinney Fire Station #10 1150 Olympic Crossing McKinney 75071

102706150.7/1001156703 B-2-1

Polling Place* Address City Melissa City Hall 3411 Barker Avenue Melissa 75454 Michael J Felix Community Center 2815-E Sachse Road Sachse 75048 Murphy Community Center 205 N Murphy Road Murphy 75094 Parker City Hall 5700 E. Parker Road Parker 75002 Parr Library 6200 Windhaven Parkway Plano 75093 Plano ISD Administration Center 2700 W. 15th Street Plano 75075 Princeton Public Works 255 Monte Carlo Blvd Princeton 75407 Prosper Town Hall 200 S. Main Street Prosper 75078 Richardson Civic Center 411 W Arapaho Road Richardson 75080 Roy and Helen Hall Library 101 E. Hunt Street McKinney 75069 The Grove at Frisco Commons 8300 McKinney Road Frisco 75034 Wylie Senior Recreation Center 800 Thomas Street Wylie 75098

Sunday Monday Tuesday Wednesday Thursday Friday Saturday October 18 October 19 October 20 October 21 October 22 October 23 Early Voting Early Voting Early Voting Early Voting Early Voting Early Voting 8am – 5pm 8am – 5pm 8am – 5pm 8am - 5pm 8am - 5pm 7am – 7pm Oct 24 October 25 October 26 October 27 October 28 October 29 October 30 Early Voting Early Voting Early Voting Early Voting Early Voting Early Voting --- 1pm – 6pm 7am – 7pm 7am – 7pm 7am – 7pm 7am – 7pm 7am – 7pm Oct 31 November 1 November 2 ------Election Day 7am – 7pm

*City voters who reside in Collin County may vote at any of the additional Early Voting locations provided in the Collin County Contract or at www.collincountytx.gov/elections. The polling places, county vote centers, and the county election precincts whose qualified voters shall cast ballots at such locations in the City of Richardson for the 2021 Bond Election will be designated by the Collin County Elections Administrator. A full list of voting locations will be provided by the Collin County Elections Administrator.

102706150.7/1001156703 B-2-2

EXHIBIT C VOTER INFORMATION DOCUMENT

City of Richardson, Texas Proposition A:

□ FOR “THE ISSUANCE OF $102,000,000 GENERAL OBLIGATION BONDS FOR (a favor) STREETS, ALLEYS AND TRAFFIC SIGNALS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE □ AGAINST BONDS.” (en contra)

City of Richardson, Texas Proposition B

□ FOR “THE ISSUANCE OF $64,000,000 GENERAL OBLIGATION BONDS FOR (a favor) PUBLIC BUILDINGS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS.” □ AGAINST (en contra)

City of Richardson, Texas Proposition C

□ FOR “THE ISSUANCE OF $8,500,000 GENERAL OBLIGATION BONDS FOR (a favor) SIDEWALKS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS.” □ AGAINST (en contra)

City of Richardson, Texas Proposition D

□ FOR “THE ISSUANCE OF $8,000,000 GENERAL OBLIGATION BONDS FOR (a favor) FLOOD CONTROL AND DRAINAGE AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE □ AGAINST BONDS.” (en contra)

City of Richardson, Texas Proposition E

□ FOR “THE ISSUANCE OF $7,500,000 GENERAL OBLIGATION BONDS FOR (a favor) PARKS AND THE IMPOSITION OF A TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS.” □ AGAINST (en contra)

102706150.7/1001156703 C-2

principal of debt obligations to be authorized $190,000,000 estimated interest for the debt obligations to be authorized presuming $97,963,602 an interest rate of 5.25% estimated combined principal and interest required to pay on time and $287,963,602 in full the debt obligations to be authorized amortized over 20 years as of the date the election was ordered, principal of all outstanding debt $320,365,000 obligations as of the date the election was ordered, the estimated interest on all $77,303,765 outstanding debt obligations as of the date the election was ordered, the estimated combined $397,668,765 principal and interest required to pay on time and in full all outstanding debt obligations amortized over 20 years estimated maximum annual increase in the amount of taxes on a $0 residence homestead with a taxable value of $100,000 to repay the debt obligations to be authorized, if approved. This figure assumes the amortization of the City’s debt obligations, including outstanding debt obligations and the proposed debt obligation; changes in estimated future appraised values within the City; and the assumed interest rate on the proposed debt obligations.

102706150.7/1001156703 C-2 RESOLUTION NO. 21-16

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHARDSON, TEXAS, APPOINTING JANET DEPUY TO THE AGGREGATED POSITION OF REPRESENTATIVE, AND GUILLERMO QUINTANILLA, JR. AS ALTERNATE TO THE AGGREGATED POSITION OF REPRESENTATIVE, TO THE REGIONAL TRANSPORTATION COUNCIL OF THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS, WHICH FRACTIONAL ALLOCATION MEMBERSHIP IS SHARED WITH THE TOWN OF ADDISON; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, regional transportation planning and improved mobility are goals of the City of Richardson; and

WHEREAS, the City of Richardson desires to have a representative on the Regional Transportation Council;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHARDSON, TEXAS:

SECTION 1. That Janet DePuy, Mayor Pro Tem of the City of Richardson, is hereby appointed to the Regional Transportation Council of the North Central Texas Council of

Governments.

SECTION 2. That Guillermo Quintanilla, Jr., Mayor Pro Tem, of the Town of Addison, is hereby appointed as Alternate to the Regional Transportation Council of the North Central Texas

Council of Governments.

SECTION 3. That this Resolution shall become effective immediately from and after its passage.

DULY RESOLVED AND ADOPTED by the City Council of the City of Richardson,

Texas, on this the 16th day of August 2021.

CITY OF RICHARDSON, TEXAS

______MAYOR

1 ATTEST:

______CITY SECRETARY

2

RESOLUTION NO. 21-17

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RICHARDSON, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN ADVANCE FUNDING AGREEMENT FOR A TRANSPORTATION ALTERNATIVES SET-ASIDE (TASA) PROGRAM PROJECT TxDOT-SELECTED OFF-SYSTEM, BY AND BETWEEN THE CITY OF RICHARDSON, TEXAS, AND THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR THE GREENVILLE AVE MULTIMODAL IMPROVEMENTS PROJECT; AUTHORIZING ITS EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the City Council has been presented a proposed Advance Funding Agreement for a Transportation Alternatives Set-Aside (TASA) Program Project TxDOT- Selected Off-System (the “Agreement”) by and between the City of Richardson, Texas, and the State of Texas, acting by and through the Texas Department of Transportation, which provides funding for the construction of a shared-use path along East Arapaho Road, pedestrian lighting along Greenville Avenue, and intersection improvements to include enhanced signalization at the intersection of Greenville Avenue and Arapaho Road in the City of Richardson (CSJ 0918-47- 323) (Greenville Ave Multimodal Improvements Project), attached as Exhibit “A” and incorporated herein by reference; and

WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the City Manager should be authorized to execute the Agreement on behalf of the City of Richardson, Texas; NOW THEREFORE,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RICHARDSON, TEXAS:

SECTION 1. That the Advance Funding Agreement for a Transportation Alternatives

Set-Aside (TASA) Program Project TxDOT-Selected Off-System for the Greenville Ave

Multimodal Improvements Program, attached hereto as Exhibit “A”, having been reviewed by the City Council of the City of Richardson, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the

City Manager is hereby authorized to execute the Agreement on behalf of the City of

Richardson, Texas, and any amendments or other instruments related to the Advance Funding

Agreement.

1

SECTION 2. That this Resolution shall become effective immediately from and after its passage.

DULY RESOLVED AND ADOPTED by the City Council of the City of Richardson,

Texas, on this the 16th day of August 2021.

CITY OF RICHARDSON, TEXAS

______MAYOR

ATTEST

______CITY SECRETARY

APPROVED AS TO FORM:

______CITY ATTORNEY (PGS: 7-1-21:TM 123340)

2 RESOLUTION NO. ______EXHIBIT “A”

(Advance Funding Agreement to be attached)

3 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

STATE OF TEXAS §

COUNTY OF TRAVIS §

ADVANCE FUNDING AGREEMENT FOR A TRANSPORTATION ALTERNATIVES SET-ASIDE (TASA) PROGRAM PROJECT Utilizing Transportation Development Credits (TDC) TxDOT-Selected Off-System

This Advance Funding Agreement for a Transportation Alternatives Set-Aside (TASA) Program Project (“Agreement”) is made between the State of Texas (State), acting through the Texas Department of Transportation, and the City of Richardson (Local Government), acting through its duly authorized officials.

WITNESSETH

WHEREAS, federal law establishes federally funded programs for transportation improvements to implement its public purposes, and

WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State shall design, construct and operate a system of highways in cooperation with local governments, and Section 222.052 authorizes the Texas Transportation Commission to accept contributions from political subdivisions for development and construction of public roads and the state highway system within the political subdivision, and

WHEREAS, Federal law, 23 USC §134 and 49 USC §5303, requires that State and Metropolitan Planning Organizations (MPOs) develop transportation plans and programs for urbanized areas of Texas, and

WHEREAS, Federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds, and

WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56 that describe federal, state, and local responsibilities for cost participation in highway improvement and other transportation projects, and

WHEREAS, the rules and procedures for the Transportation Alternatives Set-Aside Program (TASA) are established in 23 USC §133(h), and 43 Texas Administrative Code, Part 1, Chapter 11, Subchapter G, §§11.400 – 11.418, and

WHEREAS, the Local Government prepared and submitted to the State or Metropolitan Planning Organization (MPO) a project nominationDRAFT package for TASA funding consideration, which is briefly described as construction of shared-use path and intersection improvements (Project), and

AFA TASA (2020) Page 1 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

WHEREAS, the Texas Transportation Commission (Commission) passed Minute Order Number 115814 (MO) dated August 27, 2020 awarding funding for TASA projects in the TASA Program Call of the North Central Texas Council of Governments, including Project, and

WHEREAS, the governing body of the Local Government has approved entering into this Agreement by resolution or ordinance dated {enter date of resolution}, which is attached to and made a part of this Agreement as Attachment A, Resolution or Ordinance. A map showing the Project location appears in Attachment B, Project Location Map, which is attached to and made a part of this Agreement, and

NOW, THEREFORE, the State and the Local Government agree as follows:

AGREEMENT

1. Period of Agreement and Performance A. Period of Agreement. This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. This Agreement shall remain in effect until terminated as provided below. B. Period of Performance. 1. The Performance Period for each phase of work begins on the date specified in the Federal Project Authorization and Agreement (FPAA) for that phase of work. Local Government may not begin work until issued the State Letter of Authority (SLOA) for that phase of work. 2. The Performance Period for each phase of work ends on the date specified in the FPAA for that phase of work.

2. Scope of Work and Use of Project A. The scope of work for Project consists of the construction of shared-use path along East Arapaho Road, pedestrian lighting and separated bicycle lanes along Greenville Avenue, and intersection improvements to include new and enhanced signalization at the intersection of Greenville Avenue and East Arapaho Road in the City of Richardson.

B. Any project changes proposed must be submitted in writing by Local Government to State. Substantive changes may also require an amendment to this Agreement and the approval of the FHWA, State, MPO, or the Commission. Any changes undertaken without written approval and amendment of this Agreement may jeopardize not only the federal funding for the changes, but the federal funding of the entire Project.

3. Project Sources and Uses of Funds The total estimated development cost of the Project is shown in Attachment C, Project Budget Estimate and Source of DRAFTFunds (Attachment C). A. If Local Government will perform any work under this Agreement for which reimbursement will be provided by or through the State, the Local Government must complete training. If federal funds are being used, the training must be completed before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly

AFA TASA (2020) Page 2 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

on the Project successfully completes and receives a certificate for the course entitled “Local Government Project Procedures and Qualification for the Texas Department of Transportation” and retains qualification in accordance with applicable TxDOT procedures. Upon request, Local Government shall provide the certificate of qualification to State. The individual who receives the training certificate may be an employee of Local Government or an employee of a firm that has been contracted by Local Government to perform oversight of the Project. State in its discretion may deny reimbursement if Local Government has not continuously designated in writing a qualified individual to work actively on or to directly oversee the Project. B. The total estimated project cost as shown in Attachment C incudes the Local Government’s estimated itemized cost of real property, utilities, environmental assessments, construction, and other construction related costs. To be eligible for reimbursement or as in-kind contribution, costs must have been included in the nomination form approved by the Texas Transportation Commission or MPO in consultation with State. Local Government must submit to State evidence of payment for eligible in-kind costs at least once per calendar quarter using the State’s In-Kind Match Reporting form. C. State and the Federal Government will not reimburse Local Government for any work performed outside the Performance Period. After federal funds have been obligated, State will send to Local Government a copy of the formal documentation showing the obligation of funds including federal award information. Local Government is responsible for 100 percent of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. D. The Project budget and source of funds estimate based on the budget provided in the application is included in Attachment C. Attachment C shows the percentage and estimated dollar amounts to be contributed to Project by state and local sources, as well as the maximum amount in federal TASA funds assigned by the Commission or MPO in consultation with State. This Agreement may be amended from time to time as required to meet the funding commitments based on revisions to the TASA, FPAA, or other federal documents. E. State will be responsible for securing the federal share of funding required for the development and construction of Project, in an amount not to exceed 80 percent of the actual cost of the work up to the amount of funds approved for Project by the Texas Transportation Commission or MPO in consultation with State. Federal funds will be reimbursed on a cost basis. Project costs incurred prior to issuance of the SLOA are not eligible for reimbursement. F. The Local Government will be responsible for all non-federal or non-State participation costs associated with the Project, unless otherwise provided for in this Agreement or approved otherwise in an amendment to this Agreement. For items of work subject to specified percentage funding, the Local Government shall only in those instances be responsible for all Project costs that are greater than the maximum State and federal participation specified in Attachment C and for overruns in excess of the amount specified in Attachment C to be paid by the Local Government. G. The budget in Attachment C will clearly state all items subject to fixed price funding, specified percentageDRAFT funding, and the periodic payment schedule, when periodic payments have been approved by the State. H. When fixed price funding is used, the Local Government is responsible for the fixed price amount specified in Attachment C. Fixed prices are not subject to adjustment unless (1) differing site conditions are encountered; (2) further definition of the Local Government’s AFA TASA (2020) Page 3 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

requested scope of work identifies greatly differing costs from those estimated; (3) work requested by the Local Government is determined to be ineligible for federal participation; or (4) the adjustment is mutually agreed to by the State and the Local Government. I. Following execution of this Agreement, but prior to the performance of any plan review work by State, Local Government will pay to State the amount specified in Attachment C for plan review. At least 60 days prior to the date set for receipt of the construction bids, Local Government shall remit its remaining local match as specified in Attachment C for State’s estimated construction oversight and construction cost. J. In the event State determines that additional funding is required by Local Government at any time during Project, State will notify Local Government in writing. Local Government is responsible for the percentage of the authorized Project cost shown in Attachment C and 100 percent of any overruns above the federally authorized amount. Local Government will make payment to State within 30 days from receipt of State’s written notification. K. Whenever funds are paid by Local Government to State under this Agreement, Local Government will remit a warrant made payable to the “Texas Department of Transportation”. The warrant will be deposited by State and managed by State. Funds may only be applied by State to Project. L. Upon completion of Project, State will perform a final accounting of Project costs. Any funds due to Local Government, State, or the Federal Government will be promptly paid by the owing party. M. In the event Project is not completed, State may seek reimbursement from Local Government of the expended federal funds. Local Government will remit the required funds to State within 60 days from receipt of State’s notification. N. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than state or federal regulations, or if any other locally proposed changes, including but not limited to plats or re-plats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by Local Government. The cost of providing right of way acquired by State shall mean the total expenses in acquiring the property interests through negotiations, including, but not limited to, expenses related to relocation, removal, and adjustment of eligible utilities. O. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a contract or subcontract under the Agreement. Acceptance of funds directly under the Agreement or indirectly through a contract or subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. P. State will not pay interest on any funds provided by Local Government. Q. State will not execute the contract for the construction of Project until the required funding has been madeDRAFT available by Local Government in accordance with this Agreement. R. Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by State no more frequently than monthly, and no later than 90 days after costs are incurred. If Local Government submits

AFA TASA (2020) Page 4 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

invoices more than 90 days after the costs are incurred, and if federal funding is reduced as a result, State shall have no responsibility to reimburse Local Government for those costs. S. If Local government is an Economically Disadvantaged County (EDC) and if State has approved adjustments to the standard financing arrangement, this agreement reflects those adjustments.

4. Termination of the Agreement A. This Agreement may be terminated by any of the following conditions: 1. By mutual written consent and agreement of all parties; 2. By any party with 90 days written notice; or 3. By either party, upon the failure of the other party to fulfill the obligations as set forth in this Agreement. Any cost incurred due to such breach of contract shall be paid by the breaching party. B. If the potential termination of this Agreement is due to the failure of Local Government to fulfill its contractual obligations, State will notify Local Government that possible breach of contract has occurred. Local Government should make every effort to remedy the breach within a period mutually agreed upon by both parties. C. The Agreement may be terminated by the State because the parties are not able to execute a mutually agreeable amendment when the costs for Local Government requested items increase significantly due to differing site conditions, determination that Local government requested work is ineligible for federal or state cost participation, or a more thorough definition of the Local Government’s proposed work scope identifies greatly differing costs from those estimated. The State will reimburse Local Government remaining funds to the Local Government within ninety (90) days of termination; D. If Local Government withdraws from Project after this Agreement is executed, Local Government shall be responsible for all direct and indirect Project costs as identified by the State’s cost accounting system and with 2 CFR Part 200 recapture requirements. E. A project may be eliminated from the program as outlined below. If Project is eliminated for any of these reasons, this Agreement will be appropriately terminated. A project may be eliminated from the program, and this Agreement terminated, if: 1. Local Government fails to satisfy any requirements of the program rules cited in 43 Texas Administrative Code, Part 1, Chapter 11, Subchapter G, §§11.400 – 11.418. 2. The implementation of Project would involve significant deviation from the activities proposed in the nomination form and approved by the Texas Transportation Commission or MPO in consultation with State. 3. Local Government withdraws from participation in Project. 4. State determines that federal funding may be lost due to Project not being implemented and completed. 5. Funds are not appropriated, in which case this Agreement shall be terminated immediately with no liability to either party. Payment under this Agreement beyond the current fiscal biennium is subject to availability of appropriated funds. 6. A construction contract has not been awarded or construction has not been initiated DRAFTwithin three years after the date that the Commission or MPO selected the project or by a letting date determined by the state and agreed to by the Local Government. 7. Local Government fails to attend progress meetings at least twice yearly, as scheduled by State.

AFA TASA (2020) Page 5 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

F. State, at its sole discretion, may terminate this Agreement if State does not receive project invoice from Local Government within 270 days of FPAA.

5. Amendments This Agreement may be amended due to changes in the work, the amount of funding required to complete Project, or the responsibilities of the parties. Such amendment must be made through a mutually agreed upon, written amendment that is executed by the parties.

6. Remedies This Agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this Agreement and shall be cumulative.

7. Utilities Local Government shall be responsible for the adjustment, removal, or relocation of utilities or utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to State of a delay resulting from Local Government’s failure to ensure that utilities or utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. At the State’s discretion, State may reimburse Local Government for minor, incidental utility adjustments that are identified during the preliminary engineering phase if they are eligible for federal reimbursement. Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, Local Government shall provide, at State’s request, a certification stating that Local Government has completed the adjustment of all utilities that must be adjusted before construction begins. Additional utility work may be required due to unknown conditions discovered during construction. These costs may be eligible for TASA participation if the following conditions are met: (1) the activity is required to complete Project; (2) the cost is incidental to Project; and (3) TASA funding is available. Any change orders must be approved by State prior to incurring any cost for which reimbursement is sought.

8. Environmental Assessment and Mitigation Development of Project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal-aid projects. A. The Local Government is responsible for the identification and assessment of any environmental problems associated with the development of Project. B. Local Government is responsible for the cost of any environmental problem’s mitigation and remediation. These costs will not be reimbursed or credited towards Local Government’s financial share of Project unless specified in the nomination form and approved by State or MPO in consultation with State. C. Local Government is responsible for providing any public meetings or public hearings required for development of the environmental assessment, including any public hearing requirements that may be necessary when adding a bike lane. D. Before DRAFTthe advertisement for bids, Local Government shall provide to State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained.

9. Compliance with Accessibility Standards AFA TASA (2020) Page 6 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).

10. Architectural and Engineering Services A. Architectural and engineering services for preliminary engineering will be provided by the Local Government. In procuring professional services, the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if Project is federally funded and Local Government will be seeking reimbursement for these services or if these services will be used as in-kind contributions; and with Texas Government Code Subchapter 2254.A., in all cases. Professional services contracts for federally funded projects must conform to federal requirements. For State-selected projects, architectural and engineering services are not eligible for TASA reimbursement. B. The architectural contract documents shall be developed in accordance with the standards of the American Institute of Architects, the U.S. Secretary of the Interior’s Standards for Historic Preservation Projects, Standards and Guidelines for Archeology and Historic Preservation, the National Register Bulletin Number 36: Guidelines for Evaluating and Registering Historical Archeological Sites and in consultation with the State Historic Preservation Officer, as applicable. The engineering plans shall be developed in accordance with State’s applicable Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the two American Association of State Highway and Transportation Officials’ (“AASHTO”) publications, “A Policy on Geometric Design of Highways and Streets” and “Guide for the Development of Bicycle Facilities,” as applicable. All design criteria for bicycle and pedestrian bridges must comply with TxDOT’s Bridge Design Manual and AASHTO’s Load and Resistance Factor Design (LRFD) Guide Specifications for the Design of Pedestrian Bridges (latest edition) as applicable. All contract procurement procedures and documents must adhere to the applicable requirements established in the Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. The use of other systems of specifications shall be approved by State in writing in advance. C. When architectural and engineering services are provided by or through Local Government, Local Government shall submit any plans it has completed to State for review and approval on an agreed upon schedule. Local Government may also submit the plans to State for review any time prior to completion. Local Government shall make the necessary revisions determined by State. Local Government will not let the construction contract until all required plans have received State approval. D. When architectural and engineering services are provided by or through State, then the State is responsible for the delivery and performance of any required architectural or preliminary engineering work. Local Government may review and comment on the work, including any proposed changes to the scope of work, as required to accomplish Project purposes. State will cooperate with Local Government in accomplishing these Project purposes to the degree permittedDRAFT by state and federal law.

11. Construction Responsibilities A. The Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of Project. AFA TASA (2020) Page 7 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. To ensure federal funding eligibility, projects must be authorized by State prior to advertising for construction. B. All contract letting and award procedures must be approved by State prior to letting and award of the construction contract, whether the construction contract is awarded by State or by Local Government. C. All contract change order review and approval procedures must be approved by State prior to start of construction. D. If the Local Government is the responsible party, the State must review and approve change orders. E. Upon completion of Project, the party constructing Project will issue and sign a “Notification of Completion” acknowledging Project’s construction completion. F. For federally funded contracts, the parties to this Agreement will comply with federal construction requirements provided in 23 CFR Parts 633 and 635, and shall include the latest version of Form “FHWA-1273” in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR Subpart 635.B. G. Any field changes, supplemental agreements, or revisions to the design plans that may occur after the construction contract is awarded will be mutually agreed to by State and Local Government prior to authorizing the contractor to perform the work. Prior to completion of Project, the party responsible for construction will notify the other party to this Agreement of the anticipated completion date. All parties will be afforded the opportunity to assist in the final review of the construction services performed by the contractor.

12. Project Maintenance A. Upon completion of Project, Local Government will be responsible for maintaining the completed facility for public use. The property shall be maintained and operated for the purpose for which it was approved and funded for a period commensurate with the federal investment or State rules, whichever is greater. Should Local Government at any time after Project completion decide it can no longer maintain and operate Project for its intended purpose, Local Government shall consult with State and the FHWA as to the disposal or alternate uses, consistent with Project’s original intent. State may require Local Government to return the federal funds in accordance with 2 CFR Part 200 federal recapture requirements. Should Local Government consider conveying the property, State and FHWA must be notified prior to the sale, transfer, or disposal of any property that received federal funds. Written concurrence of approval for the transaction, detailing any required recapture, must be obtained from FHWA prior to the transaction. Advance notice from Local Government of their intended action must be submitted to State for an FHWA review a minimum of 90 days prior to any action being taken by Local Government. Local Government shall be held responsible for reimbursement of all federal funds usedDRAFT or a portion of those funds based on a pro-rata amount, considering the original percentage of federal funds provided and the time elapsed from Project completion date. This same percentage of reimbursement also applies to any amount of profit that may be derived from the conveyance of the property, as applicable.

AFA TASA (2020) Page 8 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

B. Any manufacturer warranties extended to Local Government as a result of Project shall remain in the name of Local Government. State shall not be responsible for honoring any warranties under this Agreement. C. Should Local Government derive any income from the development and operation of Project, a portion of the proceeds sufficient for the maintenance and upkeep of the property shall be set aside for future maintenance. A project income report shall be submitted to State on a quarterly basis. Monies set aside according to this provision shall be expended using accounting procedures and with the property management standards established in 2 CFR Part 200. D. Should any historic properties be included in or affected by this federally funded Project, the historic integrity of the property and any contributing features must continue to be preserved regardless of any approved changes that may occur throughout the life of Project.

13. Right of Way and Real Property Acquisition A. Right of way and real property acquisition shall be the responsibility of Local Government. Title to right of way and other related real property must be acceptable to State before funds may be expended for the improvement of the right of way or real property. B. If Local Government is the owner of any part of Project site under this Agreement, Local Government shall permit State or its authorized representative access to occupy the site to perform all activities required to execute the work. C. Local Government will comply with and assume the costs for compliance with all the requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 USC §4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to Local Government, and benefits applicable to the relocation of any displaced person as defined in 49 CFR §24.2(g). Documentation to support such compliance must be maintained and made available to State and its representatives for review and inspection. D. Local Government shall assume all costs and perform all work necessary to obtain needed evidence of title or right of use to the real property required for development of Project. Evidence of title or right of use shall be acquired in the name of (1) State, if the real property is to be made part of the State Highway System, or (2) Local Government, if the real property is not to be made part of the State Highway System. The evidence of title or rights shall be acceptable to State, and be free and clear of all encroachments. Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop Project according to the approved Project plans. Local Government shall be responsible for securing any additional real property required for completion of Project. E. Local Government shall prepare real property maps, property descriptions, and other data as needed to properly describe the real property and submit them to State for approval prior to Local Government acquiring the real property. Tracings of the maps shall be retained by Local Government for a permanent record. F. Local Government shall determine property values for each real property parcel to be purchased with federal funds using methods acceptable to State and shall submit to State a tabulationDRAFT of the values so determined, signed by the appropriate Local Government representative. The tabulations must list the parcel numbers, ownership, acreage, and recommended compensation. The tabulation must be accompanied by an explanation to support the estimated values, together with a copy of the documentation and reports used in calculating each parcel’s value. Expenses incurred by Local Government in performing this work AFA TASA (2020) Page 9 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

may be eligible for reimbursement after Local Government has received written authorization by State to proceed with determination of real property values. State will review the data submitted and will base its reimbursement for parcel acquisitions on these in determining the fair market values. Local Government will not be reimbursed for right-of-way costs on state-selected projects. G. For State-selected TASA projects, Local Government shall not use eminent domain or condemnation to acquire real property for this TASA Project. H. Reimbursement for real property costs will be made to Local Government for real property purchased in an amount not to exceed 80 percent of the cost of the real property purchased in accordance with the terms and provisions of this Agreement. Reimbursement will be in an amount not to exceed 80 percent of State’s predetermined fair market value of each parcel, or the net cost thereof, whichever is less. In addition, reimbursement will be made to Local Government for necessary payments to appraisers for expenses incurred in order to assure good title. Local Government will not be reimbursed for right-of-way costs on state-selected projects. I. Local Government and current property owner are responsible for any costs associated with the relocation of displaced persons and personal property as well as incidental expenses incurred in acquiring property to implement Project. State will not pay any of these costs. J. If Project requires the use of real property to which Local Government will not hold title, a separate agreement between the owners of the real property and Local Government must be executed prior to execution of this Agreement. The separate agreement between Local Government and the current property owner must establish that Project will be dedicated for public use for a period of time not less than ten years after project completion and commensurate with the federal investment. For State-selected projects, this is outlined in 43 Tex. Admin. Code §11.417. The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of Project after completion. The separate agreement must be approved by State prior to its execution and a copy of the executed separate agreement shall be provided to State. K. Local Government shall execute individually or produce a legal document as necessary to provide for Project’s continued use from the date of completion, and agrees to cause the same to be recorded in the land records of the appropriate jurisdiction. L. Local governments receiving federal funds must comply with 23 CFR Part 710 and 49 CFR Part 24, and with the procedures provided in Chapter 6 of the State’s Local Government Project Policy Manual. Local Government agrees to monitor Project to ensure: (1) continued use of the property for approved activities, and (2) the repayment of the Federal funds, as appropriate. Local Government agrees to the review of their Project accounts and site visits by State during the development of Project at any time. Upon Project completion, State will continue to perform periodic visits to confirm Project’s continued use and upkeep. M. Before the advertisement for bids, Local Government shall provide a certification to State that all real property has been acquired.

14. Insurance DRAFT A. Should this Agreement authorize Local Government or its contractor to perform any work on State right of way, before beginning work, the entity performing the work shall provide State with a fully executed copy of State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and AFA TASA (2020) Page 10 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

entities working on State right of way. This coverage shall be maintained until all work on State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and State may recover damages and all costs of completing the work. B. For projects including buildings, Local Government agrees to insure the building according to Department specifications and further agrees to name the Federal Government as a “Loss Payee” should the building be destroyed.

15. Notices, Invoices, Payments, and Project Inquiries All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address:

Local Government: State:

City of Richardson Texas Department of Transportation ATTN: Assistant Director of Capital Projects ATTN: Director of Contract Services P.O. Box 830309 125 E. 11th Street Richardson, TX 76083 Austin, TX 78701

All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party.

Invoicing, payment, and project inquiries must be sent to the following address, which the State may change by sending written notice of the change to the Local Government:

Texas Department of Transportation ATTN: Director of Advance Transportation Planning 4777 East U.S. Highway 80 Mesquite, TX 75150-6643

All invoicing, payment, and project inquiries must include the following information:

County: Dallas Local Government: City of Richardson CSJ No.: 0918-47-323 Project Name: Greenville Ave Multimodal Improvements Highway or Roadway: Greenville Avenue and East Arapaho Road

16. Legal Construction In case one orDRAFT more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision.

AFA TASA (2020) Page 11 of 17 Rev. 04/22/2021 TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

17. Responsibilities of the Parties Neither party is an agent, servant, or employee of the other party and each party is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents.

18. Ownership of Documents Upon completion or termination of this Agreement, all documents prepared by State shall remain the property of State. All data prepared under this Agreement shall be made available to State without restriction or limitation on their further use. All documents produced or approved or otherwise created by Local Government shall be transmitted to State in the form of photocopy reproduction on a monthly basis as required by State. The originals shall remain the property of Local Government.

19. Document and Information Exchange Local Government agrees to electronically deliver to State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft Word or similar format. If requested by State, Local Government will use State's document template. Local Government shall also provide a detailed construction time estimate, including types of activities and month in which the activity will be completed, in the format required by State. This requirement applies whether Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of State, Local Government shall submit any information required by State in the format directed by State.

20. Compliance with Laws The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this agreement. When required, Local Government shall furnish State with satisfactory proof of this compliance.

21. Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement’s subject matter.

22. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in 2 CFR Part 200 that specify that all reimbursed costs are allowable, reasonable, and allocable to Project.

23. Procurement and Property Management Standards The parties to this Agreement shall adhere to the procurement and property management standards established in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and to the Texas Uniform Grant Management Standards. The State must pre-approveDRAFT the Local Government’s procurement procedures for purchases to be eligible for state or federal funds. 24. Inspection of Books and Records The parties to this Agreement shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this Agreement and shall make such materials AFA TASA (2020) Page 12 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

available to the State, the Local Government, and, if federally funded, the FHWA and the U.S. Office of the Inspector General or their duly authorized representatives for review and inspection at its office during the Agreement period and for seven (7) years from the date of final reimbursement by FHWA under this Agreement or until any impending litigation or claims are resolved. Additionally, the State, the Local Government, and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions.

25. Civil Rights Compliance The parties to this Agreement are responsible for the following: A. Compliance with Regulations: Both parties will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this Agreement. B. Nondiscrimination: The Local Government, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: The Local Government will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government will so certify to the State or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this Agreement, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: 1. withholding of payments to the Local Government under the Agreement until the Local Government complies and/or 2. cancelling, terminating, or suspending of the Agreement, in whole or in part. F. Incorporation of Provisions: The Local Government will include the provisions of paragraphs (A) throughDRAFT (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Local Government will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Local Government becomes involved in, or is threatened AFA TASA (2020) Page 13 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

with, litigation with a subcontractor or supplier because of such direction, the Local Government may request the State to enter into such litigation to protect the interests of the State. In addition, the Local Government may request the to enter into such litigation to protect the interests of the United States.

26. Pertinent Non-Discrimination Authorities During the performance of this Agreement, each party, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (pro-hibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of federal or federal-aid programs and projects). C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. E. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the federal-aid recipients, subrecipients and contractors, whether such programs or activities are federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. Parts 37 and 38. I. The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programsDRAFT (70 Fed. Reg. at 74087 to 74100). L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.).

27. Disadvantaged Business Enterprise Program Requirements AFA TASA (2020) Page 14 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

A. The parties shall comply with the Disadvantaged Business Enterprise (“DBE”) Program requirements established in 49 CFR Part 26. B. Local Government shall adopt, in its totality, State’s federally approved DBE program. C. Local Government shall set an appropriate DBE goal consistent with State’s DBE guidelines and in consideration of Local market, project size, and nature of the goods or services to be acquired. Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. Local Government shall follow all other parts of State’s DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation’s Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address: http://ftp.dot.state.tx.us/pub/txdot- info/bop/dbe/mou/mou_attachments.pdf. E. Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. State’s DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to Local Government of its failure to carry out its approved program, State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and the Program Fraud Civil Remedies Act of 1986 (31 USC § 3801 et seq.). F. Each contract Local Government signs with a contractor (and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: “The contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate.”

28. Debarment Certifications The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, “Debarment and Suspension.” By executing this Agreement, Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this Agreement shall require any party to a contract,DRAFT subcontract, or purchase order awarded under this Agreement to certify its eligibility to receive federal funds and, when requested by State, to furnish a copy of the certification.

AFA TASA (2020) Page 15 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

If state funds are used, the parties are prohibited from making any award to any party that is debarred under the Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter G, Rule §20.585 and the Texas Administrative Code, Title 43, Part 1, Chapter 9, Subchapter G.

29. Lobbying Certification In executing this Agreement, each signatory certifies to the best of that signatory’s knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for Local Government shall complete and submit the federal Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. C. The parties shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and all sub-recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite imposed by 31 USC §1352 for making or entering into this transaction. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

30. Federal Funding Accountability and Transparency Act Requirements A. Any recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf. B. Local Government agrees that it shall: 1. Obtain and provide to State a System for Award Management (SAM) number (Federal Acquisition Regulation (FAR) Subpart 4.11) if this award provides more than $25,000 in Federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://sam.gov/SAM/pages/public/index.jsf 2. Obtain and provide to State a Data Universal Numbering System (DUNS) number, a unique nine-character number that allows the federal government to track the distribution DRAFTof federal money. The DUNS number may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five executives to State if:

AFA TASA (2020) Page 16 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

a. More than 80 percent of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and b. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission.

31. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR Part 200. B. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT’s Compliance Division at [email protected] . C. If expenditures are less than the threshold during Local Government's fiscal year, Local Government must submit a statement to TxDOT's Compliance Division as follows: We did not meet the $______expenditure threshold and therefore, are not required to have a single audit performed for FY ______. D. For each year Project remains open for federal funding expenditures, Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or Project has been formally closed out and no charges have been incurred within the current fiscal year.

32. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented.DRAFT

AFA TASA (2020) Page 17 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

Each party is signing this agreement on the date stated under that party’s signature.

THE LOCAL GOVERNMENT THE STATE OF TEXAS

Signature Signature

Kenneth Stewart Dan Johnson Typed or Printed Name Typed or Printed Name

Director of Contract Services City Manager Typed or Printed Title Typed or Printed Title

Date Date

DRAFT

AFA TASA (2020) Page 18 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

ATTACHMENT A RESOLUTION OF LOCAL GOVERNMENT

DRAFT

AFA TASA (2020) Page 1 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

ATTACHMENT B PROJECT LOCATION MAP

DRAFT

AFA TASA (2020) Page 2 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

ATTACHMENT C PROJECT ESTIMATE AND SOURCE OF FUNDS LG Performs PE Work or Hires Consultant / LG Lets Project for Construction

Work Performed by Local Government (“LG”) Description of Total Project Federal Participation State Local Project Costs to be Incurred Cost Includes percentage for Participation Government Estimate TDC apportionment on Includes authorized Participation MPO-selected projects EDC amounts where applicable TDC Includes authorized EDC reduction % Cost % Cost % Cost Planning/Maps/Education/Non- $0.00 0% $0.00 0% $0 0% 0.00 CST Preliminary Engineering $0.00 0% $0.00 0% $0 0% 0.00 Environmental Cost $0.00 0% $0.00 0% $0 0% 0.00 Right of Way $0.00 0% $0.00 0% $0 0% 0.00 Utilities $0.00 0% $0.00 0% $0 0% 0.00 Construction Cost $1,548,135.00 Eligible In-Kind $0.00 Contribution Value Total Construction Value (sum of construction cost and in-kind value) $1,548,135.00 100% $1,548,135.00 0% $0 0% 309,627.00

Work by LG Subtotal $0 $1,548,135.00 $1,548,135.00 309,627.00 Work Performed by the State (Local Participation paid up front by LG to TxDOT) Preliminary Engineering1 $0 0% $0 0% $0 0% $0 Environmental Cost1 $0 0% $0 0% $0 0% $0 Right of Way3 $0 0% $0 0% $0 0% $0 Utilities2 $0 0% $0 0% $0 0% $0 Construction $ Cost2 Eligible In-Kind Contribution $ Value $0 0% $0 0% $0 0% $0 Total Construction ValueDRAFT (sum of construction cost and in-kind value) Work by State Subtotal $0 $0 $0 $0

AFA TASA (2020) Page 3 of 17 Rev. 04/22/2021

TxDOT:: Federal Highway Administration: CSJ # 0918-47-323 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 35200 Greenville Ave Multimodal Project Name AFA Not Used For Research & Development Improvements Along Greenville Ave from Dart Arapaho Center Station to East Arapaho Rd and East Arapaho Rd Limits from Greenville to US 75

Direct and Indirect State Costs Incurred for Review, Inspection, Administration & Oversight Description of Total Project Federal Participation State Local Project Costs to be Incurred Cost Includes percentage for Participation Government Estimate TDC apportionment on Includes authorized (LG) MPO-selected projects EDC amount where applicable Participation TDC Includes authorized EDC reduction % Cost % Cost % Cost Preliminary Engineering1 $19,351.63 100% $19,351.63 0% $0.00 0% 3,870.25 Environmental Cost1 $19,351.62 100% $19,351.62 0% $0.00 0% 3,870.25 Right of Way1 $19,351.63 100% $19,351.63 0% $0.00 0% 3,870.25 Utilities1 $19,351.62 100% $19,351.62 0% $0.00 0% 3,870.25 Construction2 $77,406.50 100% $77,406.50 0% $0.00 0% 15,481.00 Direct State Costs Subtotal $154,813.00 $154,813.00 $0.00 30,962.00 Indirect State Cost (4.52%) $69,975.70 $0 100% $69,975.70 0.00 TOTAL PARTICIPATION $1,772,923.70 $1,702,948.00 $69,975.70 340,589.00 In-kind Contribution Credit 0% $0 Applied TOTAL REMAINING PARTICIPATION AFTER $0 IN-KIND CONTRIBUTION

 The estimated total participation by Local Government is $0.00, plus 100% of overruns.  Total estimated payment by Local Government to State is $0.00.  1Local Government’s first payment of $0.00 is due to State within 30 days from execution of this contract.  2 Local Government’s second payment of $0.00 is due to State within 60 days prior to the Construction contract being advertised for bids.  3If ROW is to be acquired by State, Local Government’s share of property cost will be due prior to acquisition.  The local match must be 20% or greater and may include eligible in-kind contributions, EDC adjustments, or TDCs if authorized as part of project selection.  This is an estimate; the final amount of Local Government participation will be based on actual costs.  Maximum federal TASA funds available for Project are $1,702,948.00.

DRAFT

AFA TASA (2020) Page 4 of 17 Rev. 04/22/2021

RICHARDSON TEXAS MEMO

DATE: August 9, 2021

TO: Keith Dagen - Director of Finance

FROM: Ally Dobbins - Purchasing Supervisor~ SUBJECT: Award of Bid #52-21 for FY 2021 Asphalt Overlay Program to Peachtree Construction in the amount of $260,702.72

Proposed Date of Award: August 16, 2021

I concur with the recommendation of Shawn Poe - Director of Engineering, and request permission to award a contract to the lowest responsible bidder, Peachtree Construction, for the above referenced construction in the amount of $260,702.72, as outlined in the attached memo.

Funding is from FY 2021 Street Rehabilitation Program, which utilizes 3.5¢ dedicated from the city's property tax revenues for street improvements.

The bid was advertised in The Dallas Morning News on June 30, July 7 & 14, 2021 and posted on BidSync. A total of 4,442 electronic solicitations were distributed and thirty-nine (39) vendors viewed the bid. A pre-bid conference was held online via Cisco Webex on July 15, 2021 and four (4) bids were received.

Concur:

Keith Dagen U

ATIACHMENTS RICHARDSON TEXAS MEMO

TO: Todd Gastorf, Purchasing Manager /

THROUGH: Don Magner, City Manager's Office ~ FROM: Shawn Poe, Director of Engineering ~~h,,,

SUBJECT: Permission to Award-FY 2021 Asphalt Overlay Program Bid No. 52-21

DATE: August 5, 2021

ACTION REQUESTED: Council to consider award of Bid No. 52-21 for the 2021 Asphalt Overlay Program to Peachtree Construction in the amount of $260,702.72.

BACKGROUND INFORMATION: The City's Street and Alley Rehabilitation Program for FY2021 includes funding for repairs to existing neighborhood asphalt overlaid concrete streets. Streets are selected based on the condition of the street and taking into account the water, sanitary sewer, and drainage systems are not in need of near-term repair. The FY2021 Asphalt Overlay Program includes: • Mill and remove existing, deteriorated asphalt overlays on four residential streets: o 800 block of Loganwood Avenue, 400 block of Lexington lane, 600 block of Sherwood Drive, and 600 block of Tyler Street (see attached Project Map) • Repair damaged concrete where needed • Crack seal existing concrete pavement • Apply 2-inch thick asphalt overlay

On July 26, 2021, the Engineering and Capital Projects Department opened bids for the referenced project. The attached bid tabulation certifies the lowest responsive bid was submitted by Peachtree Construction in the amount of $260,702.72. City Staff recommends awarding this contract to Peachtree Construction.

FUNDING: Funding is from FY 2021 Street Rehabilitation Program, which utilizes 3.5¢ dedicated from the City's property tax revenues for street improvements.

SCHEDULE: This project is expected to begin construction in August 2021 and be completed by November 2021 2021 Asphalt Overlay Program BID NO. S2-21 Bids opened 07/26/2021

RICHARDSON E:NO•NeerU"IC.t". CAPITAL PAOIEC1S

Peachtree Construction Te~as Bit Reynolds Asphalt Jagoe•Public Co.

Item Description Quantity Units Unit Cosl Total Unit Cost Total Unit Cost Total Unit Cost Total 1 Mobilization 4 EA $ 1,500.00 $ 6.000.00 $ 1.505.26 $ 6,021 .04 $ 1,600.00 $ 6,400.00 $ 5,000.00 $ 20,000.00 2 Traffic Control 4 EA $ 800.00 s 3,200.00 $ 1,112.33 $ 4,449.32 $ 2,100.00 $ 8.400.00 $ 2.S00.00 $ 10.000.00 3 Mill Asphalt Concrete Pavement (O" to 2") 13,190 SY $ 2.10 s .27.699.00 $ 1.97 $ 25,984.30 $ 4.10 $ 54,079.00 $ 3.50 $ 46,165.00 4 Mill Asphalt concrete Pavement Each Additional Inch 2,638 SY $ 2.10 $ 5,539.80 $ 2.39 $ 6.304.82 s 0.65 $ 1.714.70 $ 0.50 $ 1,319.00 Concrete Wedge Mill, 7-foot wide. 11/2-inch deep taper 5 wedne 9.892 lf $ 2.50 $ 24.730.00 $ 2.39 $ 23,641.88 s 3.95 $ 39.073.40 $ 3.00 $ 29,676.00 6 Superpave Mixtures SP-C SAC-8 PG64-22 1,436 TON $ 105.25 $ 151.139.00 $ 118.29 $ 169,864.44 $ 101.00 $ 145,036.00 $ 103.00 s 147,908.00 7 Adjust Sewer Manhole to Final Grade 1 EA s 500.00 $ S00.00 $ 371.83 $ 371.83 $ 800.00 $ 800.00 $ 1.100.00 $ 1,100,00 B Adjust Water main Valve to Final Grade 11 EA s 350.00 $ 3.8SO.OO $ 278,15 s 3,059.65 $ 325.00 s 3,575.00 s 500.00 $ 5,500.00 9 Crack Cleaning and Sealing (JCP) 4 ,000 LF s 2.00 $ 8,000,00 $ .2.78 $ 11,120.00 $ 3.25 $ 13,000,00 s 3.75 $ 15.000.00 10 Construction Contingency (525,000) 1 LS $ 25,000.00 $ 25,000.00 $ 25,000.00 s 25,000,00 $ 25,000.00 s 25,000.00 $ 25,000.00 $ 25.000.00 TOTALBASE BID: $ 25S.6S7,8D $ 275,817.28 $ 297,078.10 $ 301,668.00

A1 Sawcut (1,S.inch depth) 9,892 LF $ 0.51 $ 5,044.9.2 s 0,37 $ 3,660.04 $ 0.68 $ 6,726.56 $ 0.70 $ 6,924.40 TOTALALTERNATE BIO: $ 5,044.92 $ 3,660.04 $ 6,726.56 $ 6,924.40

TOTALALL (BASE BID+ ALTBID): $ 260,702.12 $ 279,477.32 s 303,804.66 $ 308,592.40

Contractor's Submitted Bid Totals: SAME SAME SAME SAME

Date

Pagel of 2 2021 Asphalt Overlay Program Bit> NO. 52·21 Bids opened 07/26/2021

RICHARDSON ENOtHEERU'l-0 $ ~PITAL t>AOJECTS

Reliable Paving Pavecon Public Works LP FNH Construction LLC Averages

Item Description Quantity Units Unit Cost Total Unit Cost Total Unit Cost Total Unit Cost Total 1 Mobilization 4 EA $ 6.620.00 $ 26.480.00 $ 7.500.00 $ 30.000.00 s 10.000.00 $ 40.000.00 $ 4,817.89 $ 19.271 .5B 2 Traffic Control 4 EA $ 2.300.00 $ 9.200.00 $ 2.900.00 $ 11,600.00 s 5.000.00 $ 20.000.00 $ 2,387.48 $ 9.549.90 3 Mill Asphal1 Concrete Pavemen1 (O" to 2") 13,190 SY $ 2,10 $ 27,699.00 $ 3.85 $ 50,781.50 $ 8.00 $ 10S.S20.00 $ 3.66 $ 48.275.40 4 Mill Asphalt concre1e Pavement Each Additional Inch 2.638 SY $ 2.60 s 6.858.80 $ 0.45 $ 1,187.10 $ S.00 $ 21,104.00 $ 2.38 $ 8.289.75 Concrete Wedge Mill. 7-foot wide. 1 1/2-inch deep taper 5 wedae 9.892 LF $ 2.60 $ 25,719.20 $ 2.55 $ 25,224.60 $ 6.00 s 59,352.00 $ 3.28 $ 32.488.15 6 Superpave Mixtures SP-C SAC-B PG64-22 1,436 TON $ 122.00 $ 175.192.00 $ 117,00 $ 168,012.00 $ 100.00 s 143,600.00 $ 109.51 s 157,250.21 7 Adiust Sewer Manhole lo Final Grade 1 EA $ 371.80 $ 371.80 $ 355.00 $ 355.00 $ 1.500.00 $ 1,500.00 $ 714.09 s 714.09 s AdiUSI Water main Valve to Final Grade 11 EA $ 304.00 $ 3,344.00 $ 175.00 $ 1,925.00 $ 750.00 s 8.250.00 $ 383.16 $ 4,214.81 9 Crack Cleaning and Sealing (JCP) 4,000 LF $ 4.80 $ 19,200,00 $ 2.50 $ 10,000.00 $ 5.00 s 20,000.00 $ 3.44 $ 13.760.00 10 Conslruclion Contingency ($25,000) 1 LS $ 25,000.00 $ 25.000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 s 25.000.00 $ 25.000.00 $ 25,000.00 TOTALBASE BID: $ 319,064.80 $ 324,085.20 $ ~;326,09 $ 316,813.88

A1 Sawcut (1.S.inch deplh) 9,892 LF $ 0.60 $ 5,935.20 $ 0.75 $ 7,419.00 $ 3.00 $ 29,676.00 $ 0.94 $ 9.340.87 TOTALALTERNATE BID: s S,935,20 $ 7,419.00 s 29,676.00 $. 9,340.17

TOTALALL (BASE BID+ ALTBIO): s 325,000.00 $ 331,504.20 $ 474,002.00 $ 326,154.76

Contractor's Submitted Bid Totals: SAME SAME SAME

Page 2 of 2 2021 Asphalt Overlay Program RICHARDSON August 2021 0 ,2 ...... TEXAS Bid No. 52 - 21 0 500 1,000 2,000 3,000 4,000 llll:::::JIIIC::::Jlll.... llll: ====:::::::1...... Feet RICHARDSON TEXAS MEMO

DATE: August 6, 2021

TO: Keith Dagen - Director of Finance FROM: Ally Dobbins - Purchasing Supervisor J\~ SUBJECT: Award of Bid #58-21 for Annual Requirements Contract for Ready Mix Concrete to Martin Marietta Materials, Inc. pursuant to unit prices

Proposed Date of Award: August 16, 2021

I concur with the recommendation of Mario Aguilar - Street Maintenance Superintendent and request permission to issue an annual requirements contract for ready mix concrete to Martin Marietta Materials, Inc. pursuant to the attached unit prices.

The initial term of the contract is for one (1) year with options to renew for up to four (4) additional one-year periods, if exercised and mutually agreed upon by both parties. The award of this contract allows the city to purchase ready mix concrete as the requirements and needs of the city arise on an annual basis and during any subsequent renewal period(s). Since the city is not obligated to pay for a minimum or maximum amount of goods or services, payment will be rendered pursuant to the unit prices specified .

City staff estimates annual expenditures to be approximately $300,000 with funding provided from the Public Services Operating Budget and Water and Sewer funds.

The bid was advertised in The Dallas Morning News on July 14 & 21 , 2021 and posted on BidSync. A total of 3,413 electronic solicitations were distributed and eleven (11) vendors viewed the bid . A pre-bid conference was held online via Cisco Webex on July 22, 2021 and one (1) bid was received.

Concur: ;7~~ ith Dagen ~

ATTACHMENTS RICHARDSON TEXAS MEMO

Date: August 3, 2021 To: Todd Gastorf, Purchasing Manager From: Mario Aguilar, Street Maintenance Superintendent Subject: Award of Bid #58-21 Annual Requirements Contract for Ready Mix Concrete

The Public Services Depar1ment would like to seek council approval to award Bid #58-21 ARC for Ready Mix Concrete to Martin Marietta Materials, Inc. This contractor was the only bidder but has proven themselves to be a good cost-effective asset to the City of Richardson for the last 5 years.

The Public Services Department uses various concrete mix designs within this contract to repair streets, alleyways, and sidewalks. We estimate spending approximately $320,000 annually for this contract with funding provided from accounts Ol l-2060-531.45-32 and 5 l l-5211-503.45-31.

c.c. Eric Robison, Director of Public Services ~ Brad Bernhard, Assistant Director of Public Services BID NUMBER: 58-21 ARC: READY MIX CONCRETE DATE OPENED: 8/3/2021

MARTIN MARIETTA

ITEM DESCRIPTION EST.QTY. UNIT UNIT PRICE AMOUNT NO. 1 5 Sack- Ready Mix Concrete - Plant pickup 500 cubic yard 122.000 $ 61,000.00 2 S Sack- Ready Mix Concrete - Delivered 125 cubic yard 132.000 $ 16,500.00 3 6 Sack- Ready Mix Concrete - Plant pickup 3000 cubic yard 128.000 $ 384,000.00 4 6 Sack- Ready Mix Concrete - Delivered 750 cubic yard 138.000 $ 103,500.00 5 Sack- Ready Mix Pea Gravel Concrete (3/8" 5 aggregate) - Plant pickup 300 cubic yard 128.000 $ 38,400.00 5 Sack- Ready Mix Pea Gravel Concrete (3/8" 6 aggregate) - Delivered 75 cubic yard 138.000 $ 10,350.00 7 7 Sack- Ready Mix Concrete - Plant pickup 200 cubic yard 134.000 $ 26,800.00 8 7 Sack- Ready Mix Concrete - Delivered 50 cubic yard 144.000 $ 7,200.00 9 HES (3000 psi @ 24-hour) - Plant pickup 200 cubic yard 143.000 $ 28,600.00 10 HES (3000 psi@24-hour) - Delivered 50 cubic yard 153.000 s 7,650.00 11 Flowable Fill - Plant pickup 200 cubic yard 112.000 s 22,400.00 12 Flowable Fill - Delivered 50 cubic yard 122.000 s 6,100.00

13 List any additional charges or fees • * Additional Charges or Fees: Cooling - 75 Degree Contact your Sales Rep., Cooling - 85 Degree $35.00/CY, Cooling- 95 Degree $25.00/CY, Mono/Micro Fiber 1# Dosage $8.00/CY, Strux 90/40 Macro Fibers $10.00/lb. cyd, Service Fee (Delivery Only) S35/load, Under 6 Cubic Yards (Not Inc 1 Tag Load) $175, Straight Cement Adjustment $3.00/CY, Truck Washout for non- Martin Marietta products added on job site $100.00/Truck, Pump Primer $250/CY, Normal Business Hours Mon-Fri: 3AM - 4PM, Early/After Hours Pours - $2,500.00

TOTAL GROSS PRICE s 712,500.00

Page I oft RICHARDSON TEXAS MEMO

DATE: August 11, 2021

TO: Keith Dagen - Director of Finance FROM: Ally Dobbins - Purchasing Supervisor .AD SUBJECT: Award of Bid #69-21 for the cooperative purchase of Information Technology Equipment to Dell Corporation ($384,328.18) through the State of Texas Department of Information Resources ("DIR") Contract #DIR-TS0-3763 and DataVox, Inc. ($69,556.16) through DIR Contract #DIR-TS0-4167

Proposed Date of Award: August 16, 2021

I concur with the recommendation of Dan Steege - Chief Information Officer, and request permission to issue purchase orders for information technology equipment to Dell Corporation in the amount of $384,328.18 and DataVox, Inc. in the amount of $69,556.16, as provided in the attached quotes.

The equipment from Dell Corporation will be purchased through the State of Texas DIR cooperative purchasing program on contract #DIR-TS0-3763. The equipment from DataVox, Inc. will be purchased through the same program on contract #DIR­ TS0-4167. The City of Richardson participates in this program through its existing interlocal agreement for cooperative purchasing pursuant to Texas Government Code Section 791 .025 and Texas Local Government Code Section 271 .102. This agreement automatically renews annually unless either party gives prior notice of termination.

Funding is provided by C.O. Bonds approved through the FY 2021 budget process.

Concur: ~ hDagen r=

ATTACHMENTS RICHARDSON TEXAS MEMO

DATE: August 10, 2021

TO: Todd Gastorf, Purchasing and Franchise Manager

FROM: Ed Snavely, IT Assistant Director~__, ~ CC: Dan Steege, Chief Information Officer 'J,>'S 7

SUBJECT: Purchase of PC's, Monitors, Servers, and Phones for City Staff

Information Technology (IT) is requesting replacing aging "Personal Computers" (PC's), monitors, servers, and phone equipment. This is part of our annual refresh rotation plan for city equipment. This effort is required to maintain an environment that is fully supported as the existing equipment has reached its "End of Life" (Eol) and/or "End of Support" (EoS).

The Dell Technologies total purchase price for PC 's, monitors, and servers is $384,328.18. The price for the Cisco Phone refresh from DataVox is $69,556.16

The funding for this effort is provided as follows:

C.O. Bonds approved through the FY 2021 budget process.

Project Number: IT2101 Project Name: PC's, Servers , and Phone Equipment Refresh Account Numbers: 241-0540-581 -7451

It is my recommendation that we request Council approval of the purchase of the PC's, monitors, and server equipment through Dell Technologies at a purchase price of $384,328.18, utilizing the State of Texas DIR contract (DIR-TS0-3763). Additionally, the recommendation for the Cisco Phones via DataVox at a purchase price of $69,556.16 utilizing the State of Texas DIR contract (DIR-TS0-4167). OOLLTechnologies

A quote for your consideration.

Based on your business needs, we put the following quote together to help with your purchase decision. Below is a detailed summary of the quote we've created to help you with your purchase decision.

To proceed with this quote, you may respond to this email, order online through your Premier page, or, if you do not have Premier, use this Quote to Order.

Quote No. 3000093411342.1 Sales Rep Tyler Pritchard Total $278,494.45 Phone (800) 456-3355, 6180539 Customer# 10591 3227 Email Tyler_Pr [email protected] Quoted On Jul. 21, 2021 Billing To ACCOUNTS PAYABLE Expires by Aug. 20 , 2021 TX-L CITY OF RICHARDSON State of Texas Department ACCOUNTS PAYABLE Contract Name of Information Resources P O BOX 830309 (DIR) RICHARDSON, TX 75083-0309 Contract Code C000000006841 Customer Agreement # TX DIR-TS0-3763 Deal ID 21884875

Message from your Sales Rep

Please contact your Dell sales representative if you have any questions or when you're ready to place an order. Thank you for shopping with Dell!

Regard s, Tyler Pritchard

Shipping Group

Shipping To Shipping Method DAN STEEGE Standard Delivery TX-L CITY OF RICHARDSON 411 W ARAPAHO RD STE 106 RICHARDSON, TX 75080-4544 (972) 744-4912

Product Unit Price Quantity Subtotal

Precision 5820 Tower $2,847.15 3 $8,541.45 Dell 24 Monitor. P2419H $219.00 183 $40,077.00 Dell Thunderbolt Dock- WD19TBS $241 .00 63 $15,183.00 Dell Latitude 5420 Rugged $1,630.00 9 $14,670.00

Page 1 Dell Mmketing LP. U.S only Dell ivla•ket,iig ~P '> •oc.-1• d at One; Dell W;iy l\la I St p 8129 RtJ ,nd Ro~k TX 78682 Mobile Precision 3561 $1,739.00 37 $64,343.00 OptiPlex 3080 Small Form Factor $904.00 120 $108,480.00 Dell Latitude 7320 Detachable $1,480.00 17 $25,160.00 CUS,KYBD,80,US,ENG,M20NCC,7320 $120.00 17 $2,040.00

Subtotal: $278,494.45 Shipping: $0.00 Non-Taxable Amount: $278,494.45 Taxable Amount: $0.00 Estimated Tax: $0.00

Total: $278,494.45

Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for details.

Page2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Shipping Group Details

Shipping To Shipping Method DAN STEEGE Standard Delivery . TX-L CITY OF RICHARDSON 411 WARAPAHO RD STE 106 RICHARDSON, TX 75080-4544 (972) 744-4912

Quantity Subtotal Precision 5820 Tower $2,847.15 3 $8,541.45 Estimated delivery if purchased today: Sep. 16, 2021 Contract# C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Precision 5820 Tower XCTO Base 210-ANJK 3

Intel Xeon Processor W-2245 (BC 3.9GHz 4.7GHz Turbo HT 16.5MB, 338-BUOH 3 155W DDR4-2933)

CPU Heatsink 5820 Tower 412-AALF 3 Windows 10 Pro for Workstations (4 Cores Plus) Multi- English, 619-AMSU 3 French, Spanish

No Microsoft Office License Included - 30 day Trial Offer Only 658-BCSB 3

Precision 5820 Tower 950W PCle FlexBay Chassis CL 321-BFGK 3

Dual NVIDIA Quadro P2200, 5GB, 4 DP (3930, xx20) 490-BFOR 3

16GB 2x8GB DDR4 2933MHz RDIMM ECG Memory 370-AESX 3

Intel vPro Technology Enabled 631-ABMK 3

Intel NVMe PCle SSD (Front PCle FlexBay) 414-BBBV 3

Intel Integrated controller (RST-e) with 1-2 Front FlexBay NVMe PCle 321-BDWI 3 Drives

Dell M.2 carrier 400-AVDR 3

M.2 2TB PCle NVMe Class 40 Solid State Drive 401-ABPP 3

No Hard Drive 400-AKZR 3 No Hard Drive 400-AKZR 3

No Hard Drive 400-AKZR 3

No Optical 429-ABER 3

No Hard Drive 400-AKZR 3

No Hard Drive 400-AKZR 3

No RAID 780-BBCJ 3 Slim ODD bezel, 100% tie with slim ODD 325-BCUD 3

Bx DVD+/-RW 9.5mm Optical Disk Drive 429-ABDW 3

CMS Essentials DVD no Media 658-BBTV 3

GPT is 100% required for all order 411-XXYB 3

Dell KB216 Wired Keyboard English 580-ADJC 3

Dell Optical Mouse-MS116 (Black) 570-ABIE 3

Thank You for Choosing Dell 340-ADBJ 3

Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 No Additional Network Card Selected (Integrated NIC included) 555-BBJO 3

No Driver 555-BBNI 3 Not selected in this configuration 817-BBBC 3

Trusted Platfonn Module (Discrete TPM Enabled) 329-BBJL 3

US Power Cord 470-AAKG 3

SERI Guide (ENG/FR/Multi) 340-AGIK 3

Placemat 5820 Tower MUI DAO 340-BYNM 3

Resource DVD not Included 430-XXYU 3 OS-Windows Media Not Included 620-AALW 3

Not ENERGY STAR Qualified 387-BBBE 3

Dell Optimizer for Precision 640-BBSC 3 No Driver 555-BBNI 3

US Order 332-1286 3

No UPC Label 389-BCGW 3

Ship Material Tower 5820,7820 328-BCRU 3

SHIP,PWS,LNK,NO,NO,AMF 340-AEYP 3

T5820 950W Regulatory Label (DAO) 389-CGKH 3

No Stand included 575-BBCH 3

No Accessories 461-AABV 3 Performance Optimized 370-AAIP 3

BIOS match checked back to factory 444-BBBG 3 BIOS binary check enabled and verified 444-BBBS 3

SupportAssist 525-BBCL 3 640-BBLW Dell(TM) Digital Delivery Cirrus Client 3

Enable Low Power Mode 658-BBMQ 3 Dell Developed Recovery Environment 658-BCUV 3

External Speaker Not Included 520-AABF 3

No Anti-Virus Software 650-AAAM 3

No AutoPilot 340-CKSZ 3 Thank you choosing Dell ProSupport. For tech support, visit 989-3449 3 //support.dell.com/ProSupport

Dell Limited Hardware Warranty Plus Service 997-7163 3

ProSupport: Next Business Day Onsite 3 Years 997-7188 3

ProSupport: 7x24 Technical Support, 3 Years 997-7208 3 Quantity Subtotal Dell 24 Monitor· P2419H $219.00 183 $40,077.00 Estimated delivery if purchased today: Oct. 07, 2021 Contract# C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Dell 24 Monitor-P2419H 210-AQDX 183 Dell Limited Hardware Warranty 814-5380 183

Page4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Advanced Exchange Service, 3 Years 814-5381 183 Quantity Subtotal Dell Thunderbolt Dock- WD19TBS $241.00 63 $15,183.00 Estimated delivery if purchased today: Sep. 27, 2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Dell Thunderbolt Dock- WD19TBS 210-AZBI 63 Advanced Exchange Service, 3 Years 824-3984 63

Dell Limited Hardware Warranty 824-3993 63 Quantity Subtotal Dell Latitude 5420 Rugged $1,630.00 9 $14,670.00 Estimated delivery if purchased today: Sep. 08, 2021 Contract# C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Dell Latitude 5420 Rugged, BTX 210-AQPS 9

8th Gen Intel Core i5-8350U Processor (Quad Core, 6M Cache, 379-BDHC 9 1.7GHz,15W, vPro) Windows 10 Pro English, French, Spanish 619-AHKN 9

No Microsoft Office License Included - 30 day Trial Offer Only 658-BCSB 9

Intel Core i5-8350U Processor Base with Integrated Intel UHD 620 338-BPTK 9 Graphics Intel vPro Technology Advanced Management Features 631-ABWJ 9

16GB, 2x8GB, 2400MHz DDR4 Non-ECC 370-AGKD 9

M.2 512GB PCle NVMe Class 40 Solid State Drive 400-BBUB 9

14" FHD WVA (1920 x 1080) Anti-Glare Non-Touch 391-BDXO 9

No Security Options 346-BEVE 9

Dell USB,USB,AUDIO,BLANK left 110 module 590-TEYE 9

SYSTEM RATING LABEL 389-DOPP 9

Sealed Internal RGB Backlit English Keyboard 580-ABYR 9

Intel Dual Band Wireless AC 8265 (802.11 ac) 2x2 + Bluetooth 4.2 555-BEPE 9 Driver

Intel Dual Band Wireless AC 8265 (802.11ac) 2x2 555-BDGD 9

WLAN Bracket 575-BBYW 9

No Mobile Broadband Card 362-BBBB 9 3 Cell 51Whr 3-Year Limited Hardware Warranty ExpressCharge 451-BCOQ 9 Capable Primary Battery

90 Watt AC Adapter 492-BCNQ 9 No Anti-Virus Software 650-AAAM 9 OS-Windows Media Not Included 620-AALW 9

E5 US Power Cord 537-BBBD 9 Quick Referene Guide 340-CHGB 9

US Order 332-1286 9 No Carrying Case 460-BBEX 9

Pages Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Dummy Airbay Cover 325-BDEH 9

SERI Guide (ENG/FR/Multi) 340-AGIK 9

Fixed Hardware Configuration 998-EIPX 9

Regulatory Label included 389-BEYY 9

TPM Enabled 340-AJPV 9

System Driver, Dell Latitude 5420 640-BBRG 9

Dell Developed Recovery Environment 658-BCUV 9

Min Config SHIP Material 328-BCXM 9

Directship Info Mod 340-CKTD 9

8th Gen Intel Core i5 vPro processor label 389-CGJO 9

No Option Included 340-ACQQ 9

No Resource USS Media 430-XXYG 9

ENERGY STAR Qualified 387-BBNJ 9

Smart Selection Shipment (L) 800-BBGG 9

EAN label 389-BKKL 9

No Additional 10 Ports 590-TEYC 9

No Option Included 340-ACQQ 9

RGBCamera 319-BBFN 9

No AutoPilot 340-CKSZ 9 ProSupport Plus: Next Business Day Onsite, 3 Years 808-6797 9

Dell Limited Hardware Warranty Initial Year 808-6805 9 ProSupport Plus: Accidental Damage Service, 3 Years 808-6817 9

ProSupport Plus: Keep Your Hard Drive, 3 Years 808-6818 9

ProSupport Plus: 7X24 Technical Support, 3 Years 808-6847 9

Thank you for choosing Dell ProSupport Plus. For tech support, visit 997-8367 9 www.dell.com/contactdell or call 1-866-516-3115 Quantity Subtotal Mobile Precision 3561 $1,739.00 37 $64,343.00 Estimated delivery if purchased today: Aug.31,2021 Contract# C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Dell Mobile Precision Workstation 3561 CTO 210-AYUO 37

Intel Core i7-11850H (8 Core, 24 MB Cache, 2.50 GHz to 4.80 GHz, 379-BELU 37 45w, vPro) Windows 10 Pro English, French, Spanish 619-AHKN 37

No Microsoft Office License Included - 30 day Trial Offer Only 658-BCSB 37

Intel Core i7-11850H vPro with NVIDIA T1200 4 GB graphics 329-BFKY 37

NVIDIA T1200 4 GB GDDR6 490-BGLZ 37

15.6"HD, 16x9, 1366x768, 220 nit, TN, 45% NTSC,60Hz,Non-Touch, ~ 391-BFXD 37 RGB Cam, Mic, WLAN Capable

16 GB, 1 x 16 GB, DDR4, 3200Mhz Non-ECC, SODIMM 370-AFXW 37

M.2 2230 512 GB, Gen 3 PCle x4 NVMe, Solid State Drive 400-BHRV 37

Page 6 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 SSD BrackeVHolder, 2230 M.2 PCle 575-BCHQ 37

OS-Windows Media Not Included 620-AALW 37

No Additional Hard Drive 401-AAGM 37 Single Pointing Non-Backlit English US Keyboard with numeric 583-BHBH 37 keypad

Single Pointing, None Security 346-BHIW 37

Qualcomm QCA61 x4A 802.11 ac Dual Band, 2x2, Wireless Adapter + 555-BDDK 37 Bluetooth 4.2

No Mobile Broadband Card 556-BBCD 37

6 Cell 97Whr Battery 451-BCUP 37

Cable for 6 cell battery 470-AETC 37

130W E5 Type C Power Adapter (EPEAT) 492-BCWZ 37

No Out-of-Band Systems Management - vPro Disabled 631-ACWD 37 Resource Media not Included 430-XYGV 37

ENERGY STAR Qualified 387-BBLW 37

EPEAT2018 Registered (Gold) 379-BDZB 37

No AutoPilot 340-CKSZ 37 Custom Configuration 817-BBBB 37

Driver for Qualcomm(R) QCA61x4A 802.11ac Dual Band (2x2) 555-BGOR 37 Wireless Adapter+ Bluetooth 4.2

BTO Standard Shipment (VS) 800-BBGU 37

ES US Power Cord 450-AAEJ 37

Packaging for 130W Adapter and NVIDIA Graphics 340-CWLH 37

SERI Guide (ENG/FR/Multi) 340-AGIK 37

Quick Setup Guide for Mobile Precision 3561 340-CVHY 37

No UPC Label 389-BCGW 37 No Anti-Virus Software 650-AAAM 37

No HD/SSD Filler 750-ABLD 37

US Order 332-1286 37 SupportAssist 525-BBCL 37 37 Dell(TM) Digital Delivery Cirrus Client 640-BBLW

Dell Optimizer for Precision 640-BBSC 37

Dell Client System Update (Updates latest Dell Recommended BIOS, 658-BBMR 37 Drivers, Firmware and Apps)

Waves Maxx Audio 658-BBRB 37

Dell Power Manager 658-BDVK 37

Dell SupportAssist OS Recovery Tool 658-BEOK 37

No RAID 780-BBFE 37 11th Gen·lntel Core i7 non-vPro label 340-CUEQ 37

No Mouse 570-AADK 37

Bottom cover 354-BBDY 37 ProSupport Plus: Accidental Damage Service, 3 Years 997-1061 37 ProSupport Plus: Keep Your Hard Drive, 3 Years 997-1096 37

Page? Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Dell Limited Hardware Warranty Plus Service 997-1129 37

ProSupport Plus: 7x24 Technical Support, 3 Years 997-1142 37

ProSupport Plus: Next Business Day Onsite, 3 Years 997-6066 37

Thank you for choosing Dell ProSupport Plus. For tech support, visit 997-8367 37 www.dell.com/contactdell or call 1-866-516-3115 Quantity Subtotal OptiPlex 3080 Small Form Factor $904.00 120 $108,480.00 Estimated delivery if purchased today: Oct. 08, 2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

OptiPlex 3080 SFF XCTO 210-AVPR 120

10th Generation Intel Core 15-10600 (6-Core, 12MB Cache, 3.3GHz to 338-BVCC 120 4.8GHz, 65W)

Windows 10 Pro English, French, Spanish 619-AHKN 120

No Microsoft Office License Included - 30 day Trial Offer Only 658-BCSB 120

16GB (2x8GB) DDR4 non ECC memory 370-AGFS 120

M.2 1TB PCle NVMe Class 40 Solid State Drive 400-BEUI 120

M.2 22x30 Thenmal Pad 412-AAQT 120

M2X3.5 Screw for SSD/DDPE 773-BBBC 120

No Additional Hard Drive 401-AANH 120

Intel Integrated Graphics, Dell OptiPlex 490-BBFG 120

OptiPlex 3080 Small Fonm Factor with 200W up to 85% efficient 329-BEUN 120 Power Supply (80Plus Bronze)

System Power Cord (PhilipinefTH/US) 450-AAOJ 120

No Optical Disk Drive 429-ABKF 120

CMS Software not included 632-BBBJ 120

No Media·Card Reader 379-BBHM 120

Speaker for Tower and SFF 520-AARD 120

No Wireless LAN Card (no WiFi enablement) 555-BBFO 120

No Wireless Driver (no WiFi enablement) 340-AFMQ 120

Chassis Intrusion Switch - SFF 461-AAEE 120

No Stand Option 575-BBBI 120

No Additional Cable Requested 379-BBCY 120

No PCle add-in card 492-BBFF 120

No Additional Add In Cards 382-BBHX 120

No Additional Video Ports 492-BCKH 120

Dell KB216 Wired Keyboard English 580-ADJC 120

Dell Optical Mouse· MS116 (Black) 570-ABIE 120

No Cable Cover 325-BCZQ 120

Not selected in this configuration 817-BBBC 120

SupportAssist 525-BBCL 120

Dell(TM) Digital Delivery Cirrus Client 640-BBLW 120

Page 8 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Dell Client System Update (Updates latestDell Recommended BIOS, 658-BBMR 120 Drivers, Firmware and Apps) Waves Maxx Audio 658-BBRB 120

Dell SupportAssist OS Recovery Tool 658-BEOK 120

OS-Windows Media Not Included 620-AALW 120

ENERGY STAR Qualified 387-BBLW 120

SERI Guide (ENG/FR/Multi) 340-AGIK 120

Dell Watchdog Timer 379-BDWG 120

Quick Setup Guide 3080 SFF 340-CPVF 120

US Order 332-1286 120

No UPC Label 389-BDCE 120

Trusted Platform Module (Discrete TPM Enabled) 329-BBJL 120

Shipping Material for SFF 340-CQYR 120 120 Shipping Label 389-BBUU

SFF: EPA Regulatory LBL for Mexico 389-DVCL 120

No CompuTrace 461-AABF 120

No Hard Drive Bracket, Dell OptiPlex 575-BBKX 120

lntel(R) Core(TM) i5 Processor Label 340-CNBZ 120

Desktop BTO Standard shipment 800-8810 120 No Anti-Virus Software 650-AAAM 120

Custom Configuration 817-BBBB 120 No Out-of-Band Systems Management 631-ACMW 120

No AutoPilot 340-CKSZ 120

No External ODD 429-ABGY 120

No Optane 400-BFPO 120

EPEAT 2018 Registered (Silver) 379-BDTO 120

Dell Limited Hardware Warranty Plus Service 803-8583 120

ProSupport Next Business Day Onsite, 3 Years 803-8646 120

ProSupport: 7x24 Technical Support, 3 Years 803-8702 120 Thank you choosing Dell ProSupport. For tech support, visit 989-3449 120 //support.dell.com/ProSupport Quantity Subtotal Dell Latitude 7320 Detachable $1,480.00 17 $25,160.00 Estimated delivery if purchased today: Jul. 28, 2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

Dell Latitude 7320 Detachable 210-AYRQ 17

11th Generation lntel(R) Core(TM) i7-1180G7 (4 Core, 12M cache, 379-BEKF 17 base 2.2GHz, up to 4.6GHz, vPro capable) Windows 10 Pro English, French, Spanish 619-AHKN 17 No Microsoft Office License Included - 30 day Trial Offer Only 658-BCSB 17

Page 9 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 11th Gen Intel Core 17-1180G7 Vpro and 16GB Memory, Intel Iris 338-BZHL 17 Graphics Intel vPro Technology Advanced Management Features 631-ACWU 17

16 GB, LPDDR4X SDRAM, 4267MHz (on board} 370-AGOB 17

M.2 512GB PCle NVMe Class 35 Solid State Drive 400-BHRH 17

13" 3:2 FHD+ (1920 x 1280) Touch, 500 nits Super Low Power, Low 391-BFVJ 17 Blue Light, Gorilla Glass 6 DX, Mic

No Additional Keyboard 580-ABIS 17

No Mouse 570-AADK 17

AX201 WLAN Driver+ Bluetooth 555-BGQC 17

Intel Wi-Fi 6 AX201 2x2 802.11ax 160MHz + Bluetooth 5.1 555-BFVZ 17

No Mobile Broadband Card 556-BBCD 17

40WHR, 2Cell, BYD Battery 451-BCUF 17

65W Type-C Epeat Adapter 492-BCXP 17

No Anti-Virus Software 650-AAAM 17

OS-Windows Media Not Included 620-AALW 17

US Power Cord 537-BBBL 17 Quick Reference Guide 340-CVIC 17

Latitude 7320 Detachable without FPR/SmartCard/NFC/uSIM 320-BEGC 17

US Order 332-1286 17

No Carrying Case 460-BBEX 17 No Docking Station 452-BBSE 17

SERI Guide (ENG/FR/Multi) 340-AGIK 17

ENERGY STAR Qualified 387-BBIT 17

Fixed Hardware Configuration 998-ERID 17

65W Rating Regulatory Label 389-DYWH 17

Regulatory Label for WLAN+BT 389-DYWM 17

Additional Software (Latitude 7320 Detachable) 658-BEZR 17

System Shipment, Latitude 7320 340-CVKI 17

Intel 11th Gen EVO label, i7 vPro 389-DYXN 17

BTS/BTP Smart Selection Shipment (VS) 800-BBQH 17

Retail Print On Demand Label 389-BIVH 17

RGB IR Camera /w Prox snsr (Front) 319-BBHN 17

No AutoPilot 340-CKSZ 17

EPEAT 2018 Registered (Gold) 379-BDZB 17 Dell Limited Hardware Warranty Plus Service 807-7362 17 ProSupport Plus: Accidental Damage Service, 3 Years 807-7429 17 ProSupport Plus: Next Business Day Onsite, 3 Years 807-7430 17 ProSupport Plus: Keep Your Hard Drive, 3 Years 807-7431 17

ProSupport Plus: 7x24 Technical Support, 3 Years 807-7432 17

Thank you for choosing Dell ProSupport Plus. For tech support, visit 997-8367 17 www.dell.com/contactdell or call 1-866-516-3115

Page 10 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Quantity Subtotal CUS,KYBD,80,US,ENG,M20NCC,7320 $120.00 17 $2,040.00 Estimated delivery if purchased today: Jul. 28, 2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal Latitude 7320 Detachable Travel Keyboard 580-AJSH 17

Subtotal: $278,494.45 Shipping: $0.00 Estimated Tax: $0.00

Total: $278,494.45

Page 11 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Important Notes

Terms of Sale

This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote ("Supplier") and the entity to whom this Quote was issued ("Customer"}. Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote. All product, pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to [email protected] or [email protected], as applicable.

Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier's affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell's Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a­ Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the "Governing Terms"). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier.

Supplier Software Licenses and Services Descriptions: Customer's use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descriptions.htm.

Offer-Specific, Third Party and Program Specific Terms: Customer's use of third-party software is subject to the license terms that accompany the software. Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms ("Offer Specific Terms").

In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer-specific terms in a written agreement with the end­ user and provide written evidence of doing so upon receipt of request from Supplier.

In case of Financing only: If Customer intends to enter into a financing arrangement ("Financing Agreement") for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier ("FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer's use (and Customer's resale of and the end-user's use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier.

Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement.

For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly.

Electronically linked terms and descriptions are available in hard copy upon request.

AQell Business Credit (DBC): OFFER VARIES BY CREDITWORTHINESS AS DETERMINED BY LENDER. Offered by WebBank to Small and Medium Business customers with approved credit. Taxes, shipping and other charges are extra and vary. Minimum monthly payments are the greater of $15 or 3% of account balance. Dell Business Credit is not offered to government or public entities, or business entities located and organized outside of the United States.

Page 12 Dell Market '19 LP US. on y. Dell h1arket1r>g LP. 1s loca·ed at One Dell Way Mail Stop 8129 Round Rock TX 78682

Subtotal: $105,833.73 Shipping: $0.00 Non-Taxable Amount: $105,833.73 Taxable Amount: $0.00 Estimated Tax: $0.00

Total: $105,833.73

Special lease pricing may be available for qualified customers. Please contact your DFS Sales Representative for details.

Page2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Shipping Group Details

'·-·-----·------~--·I Shipping To Shipping )'.,'lethod ACCOUNTS PAYABLE Standard Delivery CITY QF RICHARDSON P O BOX 830309 411 WARAPAHO RD STE 106. RICHARDSON, TX 75080-4551 • (214) 243-7411

Quantity Subtotal PowerEdge R7525 - VDI Nodes $21,320.88 3 $63,962.64 Estimated delivery if purchased today: Sep.16.2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

SAS/SATA/NVMe Capable Backplane 379-BDSW 3

PowerEdge R7525 Server 210-AUVQ 3

Trusted Platfonn Module 2.0 V3 461-AAIG 3

16X 2.5 SASISATA + 8X2.5 NVME without XGMI 321-BFEE 3

AMD 7413 2.65GHz,24C/48T,128M,1BOW,3200 338-BZRX 3

AMD 7413 2.65GHz,24C/48T, 128M, 1BOW,3200 338-BZSC 3

Additional Processor Selected 379-BDCO 3 Heatsink for 2 CPU configuration (CPU greater than or equal to 412-AATC 3 180W) Performance Optimized 370-AAIP 3

3200MT/s RDIMMs 370-AEVR 3

Unconfigured RAID 780-BCDS 3

PERC H745 Controller, Front 405-AAUZ 3

Front PERC Mechanical Parts, rear load 750-ACFQ 3 Performance BIOS Settings 384-BBBL 3

UEFI BIOS Boot Mode with GPT Partition 800-BBDM 3

Standard Fan x6 750-ADGK 3

Dual, Hot-Plug.Power Supply Redundant (1+1 ), 1400W ART, Mixed 450-AJHI 3 Mode

Riser Config 3, Half Length, 5 x16 slots 330-BBPI 3

PowerEdge R7525 Motherboard, with 2 x 1Gb Onboard LOM,MLK V2 384-BCWO 3

OpenManage Enterprise Advanced 528-BIYY 3

iDRAC9,Enterprise 15G 385-BBOT 3

Broadcom 57414 Dual Port 10/25GbE SFP28, OCP NIC 3.0 540-BCOC 3

PowerEdge 2U Standard Bezel 325-BCHU 3

BOSS controller card+ with 2 M.2 Sticks 480GB (RAID 1),LP 403-BCHH 3

No Quick Sync 350-BBYX 3

iDRAC,Legacy Password 379-BCSG 3 iORAC Group Manager, Enabled 379-BCQV 3

VMware ESXi 7.0 U2 Embedded Image (License Not Included) 634-BWZG 3

Page3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 No Media Required 605-BBFN 3

ReadyRails Sliding Rails 770-BBBQ 3

Assembly BOSS Blank 329-BERC 3

631-AACK No Systems Documentation, No OpenManage DVD Kit 3

PowerEdge R7525 Shipping 340-COFR 3

R7525 Shipping Material 481-BBFE 3

PowerEdge R7525 no CE or with CCC Marking 389-DUZG 3

ProSupport Plus 7x24 HW-SW Technical Support and Assistance 5 829-7657 3 Years ProSupport Plus Next Business Day On-Site Service After Problem 829-7669 3 Diagnosis 5 Years Dell Hardware Limited Warranty Plus On-Site Service 829-7738 3

Thank you for choosing Dell ProSupport Plus. For tech support, visit 951-2015 3 //www.dell.com/contactdell

ProDeploy Plus Dell Server R Series 1 U/2U - Deployment 804-6750 3

ProDeploy Plus Dell Server R Series 1U/2U - Deployment Verification 804-6751 3

ProDeploy Plus Training Credits 300 Redeem at 812-4005 3 education.dellemc.com Expires 1Yrfrom Order Date

16GB RDIMM, 3200MT/s, Dual Rank 370-AEVQ 72

1.92TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG 400-AXSD 9 Drive, 1 DWPD,

Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, Guam, 492-BBDH 6 North Marianas, Philippines, Samoa)

Broadcom 57412 Dual Port 10GbE SFP+ Adapter, PCle Low Profile 540-BBVI 3

for VMware vSphere 7 Enterprise Plus 1 CPU, up to 32 cores, 5 Year 528-CKCQ 6 License and Maintenance Quantity Subtotal PowerEdge R6525 • Head Nodes $11,433.73 2 $22,867.46 Estimated delivery if purchased today: Sep. 16, 2021 Contract # C000000006841 Customer Agreement# TX DIR-TS0-3763

Description SKU Unit Price Quantity Subtotal

2.5 Chassis 379-BDTF 2

SAS/SATA Backplane 379-BDSS 2 PowerEdge R6525 Server 210-ATCF 2

Trusted Platform Module 2.0 V3 461-AAIG 2

Chassis with up to 10 x 2.5" Hot Plug Hard Drives (2CPU & XGMI) 321-BEUP 2

AMO 7413 2.65GHz,24C/48T, 128M, 180W,3200 338-BZRX 2

AMD 7413 2.65GHz,24C/48T, 128M, 180W,3200 338-BZSC 2

Additional Processor Selected 379-BDCO 2

Heatsink for 1st CPU, greater than or equal to 180W (R6525) 412-AASH 2

Heatsink for 2nd CPU, greater than or equal to 180W (R6525) 412-AASJ 2

Performance Optimized 370-AAIP 2

3200MT/s RDIMMs 370-AEVR 2

No RAID 780-BCDI 2

Page4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 PERC H345 Controller, Front 405-AAUW 2

Front PERC Mechanical Parts, rear load 750-ACFQ 2

Performance.SICS Settings 384-BBBL 2

UEFI BIOS Boot Mode with GPT Partition 800-BBDM 2

Very High Performance Fan for 10 x 2.5" or 10 x 2.5" + 2 x 2.5" 2 750-ADJH chassis

Power Supply 1100W RDNT D, Mixed Mode 450-AKLF 2

Riser Config 2, 1 16 LP PCle slot (CPU1 ), 2 x 16 LP PCle slot x 330-BBNR 2 (CPU2)

PowerEdge R6525 Motherboard, with 2 x 1 Gb On board LOM 384-BCWP 2 (BCM5720)MLK V2 OpenManage Enterprise Advanced 528-BIYY 2

iDRAC9,Enterprise 15G 385-BBOT 2

Broadcom 57414 Dual Port 10/25GbE SFP28, OCP NIC 3.0 540-BCOC 2

Standard Bezel 325-BCHH 2

Dell EMC Luggage Tag (x8 or x10 chassis) 350-BBXP 2

BOSS controller card + with 2 M.2 Sticks 480GB (RAID 1 ),LP 403-BCHH 2

No Quick Sync 350-BBXM 2 iDRAC,Factory Generated Password 379-BCSF 2

No Operating System 611-BBBF 2

Cable Management Arm 770-BDMT 2 ReadyRails Sliding Rails Without Cable Management Arm or Strain 770-BECD 2 Relief Bar

BOSS Blank 403-BCID 2 No Systems Documentation, No OpenManage DVD Kit 631-AACK 2

PowerEdge R6525 Shipping NBIS 340-COGR 2

PowerEdge R6525 Shipping Material for x4/10 Chassis 340-COXQ 2

PowerEdge R6525 CCC Marking, No CE Marking 389-DTIQ 2

US Order 332-1286 2

ProSupport Plus: 7x24 HW/SW Technical Support and Assistance 5 828-3820 2 Years ProSupport Plus: Next Business Day On-Site Service After Problem 828-3832 2 Diagnosis 5 Years Dell Hardware Limited Warranty Plus On-Site Service 828-3901 2

Thank you for choosing Dell ProSupport Plus. For tech support, visit 951-2015 2 //www.dell.com/contactdell ProDeploy Plus Dell Server R Series 1U/2U - Deployment 804-6750 2 ProDeploy Plus Dell Server R Series 1U/2U - Deployment Verification 804-6751 2

ProDeploy Plus Training Credits 300 Redeem at 812-4005 2 education.dellemc.com Expires 1Yr from Order Date

16GB RDIMM, 3200MT/s, Dual Rank 370-AEVQ 48

1.92TB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG 400-AXSD 4 Drive, 1 DWPD,

Power Cord - C13, 3M, 125V, 15A (North America, Guam, North 450-AALV 4 Marianas, Philippines, Samoa, Vietnam)

Broadcom 57412 Dual Port 10GbE SFP+ Adapter, PCle Low Profile 540-BBVI 2

Page 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Quantity Subtotal PowerEdge R7525 • Vcenter Server $19,003.63 1 $19,003,63 Estimated delivery if purchased today: Aug. 12,2021 Contract# C000000006841 Customer Agreement# TX DtR-TS0-3763

Description SKU Unit Price Quantity Subtotal

SAS/SATA/NVMe Capable Backplane 379-BDSW

PowerEdge R7525 Server 210-AUVQ

Trusted Platform Module 2.0 V3 461-AAIG

16X 2.5 SAS/SATA+ 8X2.5 NVME withoutXGMI 321-BFEE

AMO 7413 2.65GHz,24C/48T, 128M, 180W,3200 338-BZRX

AMO 7413 2.65GHz,24C/48T, 128M, 180W,3200 338-BZSC

Additional Processor Selected 379-BDCO

Heatsink for 2 CPU configuration (CPU greater than or equal to 412-AATC 180W)

Performance Optimized 370-AAIP 1

3200MT/s RDIMMs 370-AEVR 1

Unconfigured RAID 780-BCDS

PERC H745 Controller, Front 405-AAUZ

Front PERC Mechanical Parts, rear load 750-ACFQ Performance BIOS Settings 384-BBBL

UEFI BIOS Boot Mode with GPT Partition 800-BBDM

Standard Fan x6 750-ADGK

Dual, Hot-Plug.Power Supply Redundant (1+1), 1400W ART, Mixed 450-AJHI Mode

Riser Config 3, Half Length, 5 x16 slots 330-BBPI

PowerEdge R7525 Motherboard, with 2 x 1 Gb On board LOM,MLK V2 384-BCWO

OpenManage Enterprise Advanced 528-BIYY

iDRAC9,Enterprise 15G 385-BBOT

Broadcom 57412 Dual Port 10GbE SFP+, OCP NIC 3.0 540-BCNT

PowerEdge 2U Standard Bezel 325-BCHU

BOSS-S2 controller card + with 2 M.2 480GB (RAID 1) 403-BCMB

BOSS S2 cables and Bracket for R7525 403-BCMY

No Quick Sync 350-BBYX

iDRAC,Legacy Password 379-BCSG iDRAC Group Manager, Enabled 379-BCQV

VMware ES Xi 7 .O U2 Embedded Image (License Not Included) 634-BWZG

No Media Required 605-BBFN

Open Manage Integration for VMware vCenter-1 host increment, 5 634-BJBC year license - Digitally Fulfilled

ReadyRalls Sliding Rails 770-BBBQ

Fan Foam, HOD 2U 750-ACOM No Systems Documentation, No OpenManage DVD Kit 631-AACK

Page6 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 PowerEdge R7525 Shipping 340-COFR

R7525 Shipping Material 481-BBFE

PowerEdge R7525 no CE or with CCC Marking 389-DUZG

ProSupport Plus 7x24 HW-SW Technical Support and Assistance 5 829-7657 Years ProSupport Plus Next Business Day On-Site Service After Problem 829-7669 Diagnosis 5 Years Dell Hardware Limited Warranty Plus On-Site Service 829-7738 Thank you for choosing Dell ProSupport Plus. For tech support, visit 951-2015 //www.dell.com/contactdell

ProDeploy Plus Dell Server R Series 1 U/2U - Deployment 804-6750

Pro Deploy Plus Dell Server R Series 1U/2U - Deployment Verification 804-6751

ProDeploy Plus Training Credits 300 Redeem at 812-4005 education.dellemc.com Expires 1Yr from Order Date

16GB RDIMM, 3200MT/s, Dual Rank 370-AEVQ 16

480GB SSD SATA Read Intensive 6Gbps 512 2.5in Hot-plug AG 400-AXTV 2 Drive, 1 DWPD

960GB SSD SAS Read Intensive 12Gbps 512 2.5in Hot-plug AG 400-AXQU 2 Drive, 1 DWPD,

Jumper Cord - C13/C14, 0.6M, 250V, 13A (North American, Guam, 492-BBDH 2 North Marianas, Philippines, Samoa) VMware vCenter Server 7 Standard for vSphere 7 (Per Instance), 5 528-CKBV Year Lie and Sub

Subtotal: $105,833.73 Shipping: $0.00 Estimated Tax: $0.00

Total: $105,833.73

Page7 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, TX 78682 Important Notes

Terms of Sale

This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote ("Supplier") and the entity to whom this Quote was issued ("Customer"). Unless otherwise stated herein, pricing is valid for thirty days from the date of this Quote. All product. pricing and other information is based on the latest information available and is subject to change. Supplier reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to [email protected] or [email protected], as applicable.

Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer's affiliate and Supplier or a Supplier"s affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell's Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a­ Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the "Governing Terms"). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier.

Supplier Software Licenses and Services Descriptions: Customer's use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descriptions.htm.

Offer-Specific, Third Party and Program Specific Terms: Customer's use of third-party software is subject to the license terms that accompany the software. Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms ("Offer Specific Terms").

In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer-specific terms in a written agreement with the end­ user and provide written evidence of doing so upon receipt of request from Supplier.

In case of Financing only: If Customer intends to enter into a financing arrangement ("Financing Agreement") for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier ("FS"), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer's use (and Customer's resale of and the end-user's use) of these items in the order is subj ect to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier.

Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier's compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement.

For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer's invoice. Supplier encourages customers to dispose of electronic equipment properly.

Electronically linked terms and descriptions are available in hard copy upon request.

Page 8 Dell Market ""9 LP U.S onlv Dell M.irke11ng LP. s local d di One Dell W.iy Mail Stop 8129 R• und Rock TX 78682 ~ Quote# DVXQ20967 DataVox Date Aug 4, 2021 6650 W. Sam Houston Pkwy S, Houston, TX 77072 Expiration 30 Days t. (713)881-5300 www,.datavox.net

Prepared for: Ship to Information: DataVox Contact: City of Richardson City of Richardson Account Manager : John Pomponio 411 W. Arapaho Rd . 411 W. Arapaho Rd . Phone (817) 288- 2734 Richardson, TX 75083 Richardson, TX 75083 USA USA

Ed Snavely attn : Ed Snavely Email [email protected] Email [email protected] Here 1s Lhe quole you requested. Phone 972-744-4130 Prepared by: John Pomponio Phone (817) 288-2734 Customer ID # Email [email protected] Project#

Contract Vehicle: Texas DIR DIR Vendor Number: DataVox Texas DIR Vendor Number 176-025-1479-000 Oepl. of InfoIR, mohon Resources DIR Contract Number: DIR-TS0-4167

This contract information must appear on the purchase order

---- r--- D~scription -- I ' Unit Price I Ext. Price 1 ------~------ii4Htail ------CP-8851-K9 = Cisco IP Phone 8851 DIR-TS0-4167 254 $249.49 $63,370.46 CP-8800-A-KEM= 8800 Series Audio KEM, 28 Button DIR-TS0-4167 27 $229.10 $6,185.70

This document IS confidential and the property of DataVox. Any copy o r reuse of this document, Its contents, recommendations and/or solutions in whole or part Is strictly prohibited without prior written consent of OataVox. All returns are subject to the OataVox equipment return policy.

1 of 3 ------

------1 Part_# _-· _____ ' Description !unit Price I --E~t. Price l Ji§Ht!JI !Ed 1------SubTotal $ 69,556.16 Tax $0.00

Total $69,556.16 i

This document Is confidential and the property of DataVox. Any copy or reuse of this document, its contents, recommendations and/or solutlons In whole or part Is strictly prohibited without prior written consent of DataVox. All returns are subject to the DataVox equipment return policy.

2 of 3 Purchase Notes

@ A 15% restocking fee will be applied to all returned equipment. Custom built designs and configurations may not be returnable.

Acceptance of Proposal

When {but only when) signed by buyer this shall be a binding, legal contract. The prices, specifications, and conditions in this proposal are satisfactory, and are hereby accepted in their entirety. Buyer hereby agrees to purchase the equipment and authorizes DataVox to do the work, and provide the materials specified, and payment will be made as outlined above. The price quoted in this Proposal is based upon the equipment included in the Proposal. Any changes in the equipment or installation may result in a change in the price. Any such change must be in writing, signed by all parties. DataVox reserves the right to modify payment terms at any time based on a review of the Customer's credit.

THIS AGREEMENT, WHEN SIGNED BY BUYER (BELOW), SHALL BE GOVERNED BY THE TERMS AND CONDITIONS found at http://www,datayox.net(DataVox Standard Terms and Condjtjons,pdf. THERE ARE NO OTHER AGREEMENTS, OR WARRANTIES, ORAL OR WRITTEN, EXCEPT AS EXPRESSLY STATED IN THIS DOCUMENT. THIS AGREEMENT CANNOT BE MODIFIED EXCEPT IN WRITING SIGNED BY BOTH PARTIES. Buyer acknowledges having read and understood all of the terms and conditions printed above as well as those found in the online documet at the web link above and acknowledges receipt of a complete executed copy of this Agreement. Buyer understands and agrees that this Proposal and all of the terms and conditions hereof shall be a binding, enforceable contract when signed by Buyer.

(Printed Name) (Signature) (Date)

This document Is confidential and the property of OataVox. Any copy or reuse of this document, Its contents, recommendations and/or solutions In whole or part Is strictly prohibited without prior written consent of DataVox. All returns are subject to the DataVox equipment return policy.

3 of 3