NOTICE OF MEETING OF THE MCLENNAN COUNTY COMMISSIONERS COURT
NOTICE IS HEREBY GIVEN that the McLennan County Commissioners Court will conduct its regular scheduled meeting on Tuesday. the 20th day of April. 2021 at 9: 00 o' clock a. m. and act on the items on the following agenda. In addition, notice is hereby given that this April 20, 2021 meeting will be recessed and reconvened on Wednesday. the 21st day of April. 2021 at 1: 30 p. m. to complete discussion and action on the agenda items set forth below unless the meeting of April 20, 2021 is adjourned by decision of the Commissioners Court.
No physical meeting open to the public will be held. A temporary suspension of portions of the open meetings act to allow telephone or video conference public meetings has been granted by Governor Greg Abbott pursuant to Executive Order No. GA- 08. These actions are being taken to mitigate the spread of Covid- 19 by avoiding meetings that bring people into a group setting and in accordance with Section 418. 016 of the Texas Government Code.
The opportunity to view and hear the meeting as well as the process if one wishes to address the Commissioners Court is available at: hops:// tx- mclennancounty. civicplus. com/ I 12l/ Commissioners- Court- Online- Meeting- lnfor
AGENDA A. Proof of Posting of Notice
B. Moment of Silence/ Invocation and Pledge
C. Public Comments
D. Proclamations/ Resolutions:
1. Proclamation Recognizing and Honoring Thomas" Tom" G. Salome, Jr. 2. Proclamation Honoring and Recognizing the Baylor Men' s Basketball Team as the 2020- 21 Conference Campion
E. Consent Agenda:
1. Approval of Minutes of Prior Meeting( s); Recording into the Court Minutes of Previously Approved Documents; Recordation of Items Not Requiring Court Action
a. Recording of Industrial Business Grant Agreement with Amazon. com Services, LLC for Investment in Industrial Real and Personal Property b. Recording ofHealth Savings Account Enrollment and Contribution Agreement with Opium Bank, Inc.( re: McLennan County Group Health Plan)
c. Recording of Texas Department of State Health Services Consent Form for Restland Cemetery d. Recording of Memorandum of Understanding with Connally Independent School District ( re: Collaborative Partnership for Learning Enrichment)
e. Recording of Internship Memorandum of Understanding with Connally Independent School District 2. Financial Obligations of McLennan County:
a. Authorization for County Treasurer to Pay County Checks / Wire / Electronic Transfers Issued Since the Last Authorization
3. Human Resources/ Salary Matters( Payroll Status Forms or Changes):
a. Consideration and/ or Action on Department Head Evaluations/ Reviews and Salary
b. Purchasing
c. County Sheriff 4. Authorization/ Ratification of RFP' s, RFQ' s, and Bids Advertisements; Publications; Public/ Legal Notices
5. Travel and Education Requests: 6. Recording of Educational Certificates; Recording of Department Head Affidavits; Recording of Departmental Reports; Acceptance or Approval of Official Bonds, Conflict Statements, or Other Such Items Required to be Submitted to the Court by Public Officials: a. Waco- McLennan County Public Health District: Authorization of March Billing/ Reports( re: On- Site Sewage Facility O. S. S. F) Program)
b. County Treasurer: Recording of McLennan County Investment Report, March 2021
c. McLennan County Children' s Protective Services Board: Recording of Detailed Transaction Report, March 2021
7. Burn Ban Approval, Extension, or Termination
8. Authorization of McLennan County Credit Card Purchases 9. McLennan County Regulations: a. Approval of Final Plat of" Honeycutt Addition, Lot I, Block 1" to McLennan County, Precinct 2
b. Approval of Final Plat of" Cagayano Addition, Lots 1- 4, Block 1" to McLennan County, Precinct 3
F. Budget, Budget Amendments/ Transfers/ Changes, Additional Revenue Certifications, Expenditure Requests:
1. Regarding the FY 21 Budget:
a. Mental Health Court Services
b. Human Resources
c. 2019 Certificates of Obligation/ Permanent Improvement Fund( Fund 419)
d. District Clerk( Fund 144)
e. Health Services
Page 1 of 4 f. Maintenance of Buildings/ Pretrial Services
g. Justice of the Peace, Precinct I Place 2( Fund 130)
h. Child Protective Court
i. Information Technology 1) Regarding IT Assessment Fund for Human Resources 2) Regarding IT Assessment Fund for Maintenance of Equipment 2. Regarding the FY 22 Budget:
a. Discussion and/ or Action regarding Matters relative to the FY 22 Budget/ 2021 Tax Rate, including, but not limited to, Budget Policies. Priorities, Timelines, Updates from the County Auditor and/ or Budget Work Sessions, as needed G. Bids, RFP' s, RFQ' s, Quotations for Goods and Services: 1. Authorization of Recommendation for RFA 21- 006: Depository Bank for McLennan County 2. Authorization for Request for Price Increase regarding Bid 17- 015: Inmate Personal Items( ICS Jail Supplies, Inc.) H. Contracts, Interlocal Agreements, and Memorandums of Understanding; Purchase, Lease, or Acquisition of Goods, Equipment or Services, including any Financing Thereof: 1. Authorization of Renewal of Service Agreement with CivicPlus ( re: CivicHR / Applicant Tracking and New Hire Onboarding Subscriptions) 2. Authorization of Interlocal Cooperation Agreement with City of Mart( re: Equipment for Waterline and Street Work) I. Waco- McLennan County Economic Development Corporation( WMCEDC): Authorization of Agreements; Consulting Services; Proposed Projects/ Program Project Agreements/ Amendments/ Pay Applications: 1. Regarding the Program Project Agreement with Envases Commerce, LLC and IZ Texas, LLC: Authorization of Payment Request# I
J. Capital Improvement, Repair, Maintenance Projects and Construction Projects:
I. Regarding Speegleville Road Improvement Project ( Bid 20- 004) / Agreement with Knife River Corporation - South: Authorization of Application for Payment No. 13
2. Regarding Rattler Hill Road- Creek Crossing Improvements( Bid 20-023):
a. Authorization of Miller Construction Co, Inc. Application and Certificate for Payment No. 3
b. Authorization of Miller Construction Co, Inc. Application and Certificate for Payment No. 4
K. Real Estate, Right of Way, and Easements:
L. Grants/ Grant Proposals:
1. Regarding Texas Division of Emergency Management ( TDEM) / FEMA Public Assistance Program DR- 4586 Grant / Assistance: Discussion and/ or Action regarding County Applications; Assisting Citizens with Applications; Adoption of One or More Programs for Administration; Reports/ Documentation regarding Compliance; Any Action Necessary to Comply with Grant Funding; Interlocal Cooperation Agreements for Administration of Grant; related Matters 2. Regarding U. S. Department of Treasury Emergency Rental Assistance Program: Authorization of Reimbursement Requests Reports from the City of Waco 3. Regarding the Bureau of Justice Assistance( BJA)/ Adult Drug Court and Veterans Treatment Court Discretionary Grant Program:
a. Recording of Remote Compliance Visit Report and related Response
b. Ratification of Amended Budget
4. Regarding the Texas Community Development Block Grant( TxCDBG)/ Elm Mott Sewer Line Replacement Project:
a. Approval of Resolution Authorizing the Submission of a Texas Community Development Block Grant Program Application to the Texas Department of Agriculture, Office of Rural Affairs for the Community Development Fund; and Authorizing the County Judge and/ or Commissioner to Act as the County' s Executive Officer and Authorized Representative in All Matters Pertaining to the County' s Participation in the Texas Community Development Block Grant Program
b. Approval of Resolution Authorizing the County Judge to Enter into an Interlocal Agreement with the McLennan County Water Control and Improvement District 2( WCID) for Completion of a Texas Community Development Block Grant Program Project for Water and/ or Sewer Improvements in the Unincorporated Area of McLennan County
c. Authorization of Interlocal Agreement with McLennan County Water Control and Improvement District 2 M. Department/ Offce- Specific Requests, Presentations or Items for Discussion and Possible Action ( To the Extent Not Addressed Above):
I. Purchasing: Authorization of On- Line Auction with Rene Bates, related Ad, and Order Declaring Certain Property as Surplus and Authorizing Disposition of Same( ref: Local Government Code 263) 2. Heart() Texas Fair/ Extraco Events Center: Authorizations regarding Replacement of Damaged Heating/Cooling Coils Due to Winter Storm
N. Additional Items for Discussion and Potential Action:
1. Discussion and/ or Action on Matters Regarding COVID- 19 including but not limited to Staffing, Emergency Appropriations, Precautions and Plans, Restrictions to Prevent the Spread of COVID- 19, Personnel Compensation and Benefit Matters, Health and Safety Procurements, Technology Procurements for Criminal Justice System to Allow for Operations to Continue Safely, Technology Procurements to Allow for Remote Meeting Participation, Reports on Progression of COVID- 19, and related matters
2. Discussion regarding Health Care Plan Audit and related Engagement Agreement with Messier 42, LLC
Page 2 of 4 3. Selection/ Designation of Public Members of the Salary Grievance Committee regarding the FY 22 Budget 4. Discussion and/or Action regarding Hosting of Court Night for 2021 North and East County Judges and Commissioners Conference
a. Authorization of DJ Services Contract with Devin Dj Precyse Patton 5. Discussion and/ or Action regarding Proposed/ Pending State/ Federal Legislation/ Legislative Issues, including Adoption of Resolutions, as appropriate
6. Authorization of Refund Requests for Overpayment of Real Estate Taxes( ref: Section 31. 11( a) of the Texas Property Tax Code)
7. Approval of Order Extending State of Disaster and Public Health Emergency Declaration Due to COVID- 19 through May 31, 2021
8. Authorization of Appointments:
a. Regarding the McLennan County Rural Transit District Board of Directors b. Regarding the Heart of Texas Region Mental Health Mental Retardation Center Board of Trustees
9. Authorization of Office Phone Requests( re: Tax Office/ Jack Harwell Detention Center)
10. Authorization of Request to Light Up Courthouse for Alpha Kappa Alpha Sorority, Incorporated, Delta Alpha Omega Chapter
I I. Approval of Order Granting Exemption from Competitive Bidding for DVR Replacement Project and Awarding Contract to Sydaptic, Inc. for Jack Harwell Detention Center( ref: Local Government Code Section 262. 024( a)( 2))
O. Americans with Disabilities Compliance Project:
I. Authorization of Professional Services Invoice: CP& Y ( re: ADA Study/ Report for March) P. McLennan County Venue Project: Authorizations for Phase I, II and/ or Phase IIi, including but not limited to:
I. Regarding the Architectural Services Agreement with Populous: Authorization of Professional Services Invoices, Pay Applications, Schematic Design Documents; Acceptance of Reports, Updates, related matters
a. Authorization of Professional Services Invoice( re: March Services/ Invoice No. 0071418)
2. Regarding the Construction Manager at Risk Agreement with John W. Erwin General Contractor, Inc.: Authorization of Applications and Certificates for Payment, Agreement Addendums, Design Documents; Acceptance of Reports, Updates, related matters Q. McLennan County Radio Tower Project/ Multiple Site Expansion to Existing Simulcast Communication System:
I. Authorization of Interlocal Cooperation Agreement with Department of Public Safety ( re: Land Lease for Radio Communications Tower)
2. Regarding the System Purchase Agreement with Motorola Solutions: Authorization of Change Order No. 5 It Work Session Items( unless otherwise identified above, no action will be taken, but these matters will be discussed):
1. Discussion regarding Criminal Justice Issues: Updates on the Electronic Monitoring Program; Coordinating the McLennan County Criminal Justice System / Criminal Justice Process / Veterans & Mental Health Courts; Courthouse Security; Public Nuisance Reporting& Enforcement Process; Reintegration Programs; Updates from the Associate Judge: Jack Harwell Detention Facility, Jail Magistration related matters 2. Discussion regarding Capital Expenditures: including Time Schedule for Capital Outlay/ Recommendations from the Finance Committee on the Spending Policy/ Equipment Financing, related matters
3. Discussion regarding County Property: including Space Availability & Utilization of County Buildings/ Law Library, Utilization Planning, Consultant, Joint Facilities Master Plan or Study; Space and Office Allocations; Tradinghouse Lake/ Park; Updates regarding ADA Capital Improvements; Updates regarding Road Projects including Surrey Ridge Road, Speegleville Road, and/ or Chapel Road; County Off-System Bridge Repair/ Maintenance, Judicial Center Feasibility Study, File Storage at Downtown Jail, Original Themis Statue. Clock/ Clock Tower Project, related matters 4. Discussion regarding Rural Transit District: including Rural/ Public Transportation Updates/ Reports, related matter 5. Discussion regarding Voting Machine Equipment/ Upgrades 6. Discussion regarding State and Local Coronavirus Fiscal Recovery Funds
S. Executive/ Closed Session
1. Section 551. 071 of the Government Code( V C T.A.): An executive/ closed session will be held so that the Commissioners Court can seek and receive legal advice from its attorneys regarding pending or threatened litigation, settlement offers, claims, or other matters for which the attorneys' duties to their client under the Texas State Bar Disciplinary Rules of Professional Conduct Conflicts with the Open Meetings Act ( Ch. 551, Gov. Code) if necessary for a subject contained on this agenda, and advice dealing with pending litigation, administrative claims or notices, and legal effects, liabilities, and legal options including but not limited to claims arising from Opioid Litigation. Civil Rights Cases, Tort Claims, or Other Pending or Threatening Litigation 2. Section 551. 072 of the Government Code( KC TA.): Regarding Real Property, including, but not limited to:( 1) Right- Of- Way Acquisitions re: Expansion / Repair Project/ s; and/ or( 2) Real Estate Purchase / Sale / Transfer/ Trade / Offers to Purchase, Acquisition/ Value/ Donations of Real Property/ Leases relative to Real Property, including, but not limited to, Potential Properties for Use by County / Public Facilities & Valuation of Current Property for Trade or Sale: Property transactions necessary to accommodate the footprint of the McLennan County Venue Project 3. Section 551. 074 of the Government Code( V C. T.A.): Regarding Personnel Matters including but not limited to: Personnel Review / Evaluation of Commissioners Court Appointed Department Heads; Employment, Appointment, Termination, Hearing Grievances Against Employees or Public Officials; Incentive Pay; Personnel Matters identified in any Open Session Item if Necessary, and related matters 4. Section 551. 076 ofthe Government Code( V.0 T.A.): Deliberations regarding Security Devices or Security Audits
Page 3 of 4 5. Section 551. 087 of the Government Code( V,CT.A): Regarding Economic Development Negotiations including, but not limited to ( I) Discussion of Commercial / Financial Information Received from a Business Prospect/ s; ( 2) Pending Negotiations/ Potential Prospects and Projects; and/ or( 3) Discussion re: Offers of Financial or Other Incentives to Business Prospecds
T. Adjourn
Signed this 15th day of April, 2021 mcel • SCOTT M. FELTON, County Judge STATE OF TEXAS COUNTY OF McLENNAN
I, J. A." ANDY" HARWELL. County Clerk, and the Ex-Officio Clerk to the Commissioners Court, hereby certify that the above and foregoing is a true and correct copy of a NOTICE OF MEETING posted by me at the Courthouse door in Waco, McLennan County, Texas, where notices are customarily posted this 15th day of April, 2021. N NS Witness my hand and seal of office at Waco, McLennan County, Texas the 15th day of April, 2021 at p. m..
J. A. "ANDY" HARWELL, County Clerk SEAL) McLennan County, Texas
BY. rf Deputy)
Notice: Persons with disabilities in need of auxiliary aide or services may contact the County Judge' s Office, (254) 757- 5049, prior to the meeting date
J. A.' ANDY' NARWELL, eounyelory McLennan County. Texas FILED: APR 2 0 2021
Ey Myrcetez Gowan- Perkins, Deputy
Page 4 of 4 NOTICE OF MEETING OF THE MCLENNAN COUNTY COMMISSIONERS COURT
NOTICE IS HEREBY GIVEN in accordance with the Government Code, Chapter 551, ( known as the Open Meetings Act), as amended, that a regular meeting of Commissioners' Court, the governing body of McLennan County, will be held on Tuesday, the 20th day of April, 2021 at 9: 00 o' clock a.m. virtually, as set forth in the original notice, at which time the following SUPPLEMENT to the AGENDA previously posted on April 15, 2021 will be considered:
SUPPLEMENTAL AGENDA
A. Proof of posting of notice in accordance with the provisions of Chapter 551. 041, Government Code, as amended, known as the Open Meetings Act.
B. Additional Items for Discussion and/or Action:
1. Heart O' Texas Fair/ Extraco Events Center: Authorization of HVAC Repairs
C. Capital Improvement, Repair, Maintenance Projects and Construction Projects:
1. Regarding Rattler Hill Road- Creek Crossing Improvements( Bid 20- 023): a) Authorization of Mitchell Construction Co, Inc. Application and Certificate for Payment No. 3 b) Authorization of Mitchell Construction Co, Inc. Application and Certificate for Payment No. 4
Signed this the le day of April, 2021
4 m SCOTT M. FELTON, County Judge
THE STATE OF TEXAS * COUNTY OF MCLENNAN *
I, J. A. "ANDY" HARWELL, County Clerk, and the Ex- Officio Clerk to the Commissioners Court, hereby certify that the above and foregoing is a true and correct copy of a SUPPLEMENTAL NOTICE OF MEETING posted by me at the Courthouse door in Waco, McLennan County, Texas, where notices are customarily posted, on this the 16th day of April, 2021
Witness my hand and seal of office at Waco, McLennan County, Texas, on this the 16th day of April, 2021 at 3 : 1.( O p.m.
J. A. " ANDY" HARWELL, County Clerk SEAL) McLennan County, Texas
BY: 44,( D
NOTICE: Persons with disabilities who plan to attend the meeting and who may need auxiliary aids or services are requested to contact the Office of the County Judge at( 254) 757- 5049 prior to the meeting date.
JA.' ANBY' NARn. I, eeunlyClerk McLennan County, Texas
FLED: APR 2 0 2021
By Myrcetez Gowan- Perkins, Deputy AGENDA: APRIL 20, 2021
B. Moment of Silence/ Invocation and Pledge
9: 01
County Judge Felton stated that at this time we will have a moment of silence. County Judge Felton then stated that we will now have the Pledge of Allegiance. AGENDA: APRIL 20, 2021
C. Public Comments
9: 03
County Judge Felton opened the floor to anyone present who wished to address the Court on County business matters. Not hearing anyone speak, County Judge Felton closed the hearing. AGENDA: APRIL 20, 2021
D. Proclamations/ Resolutions:
I. Proclamation Recognizing and Honoring Thomas Approved Tom" G. Salome, Jr.
2. Proclamation Honoring and Recognizing the Baylor Approved Men' s Basketball Team as the 2020- 21 Conference Champion
9: 03 ORDER APPROVING:
PROCLAMATION RECOGNIZING AND HONORING THOMAS " TOM" G. SALOME, JR.
On this the 20 day of April, 2021, came on for consideration the matter of Proclamation Recognizing and Honoring Thomas " Tom" G. Salome, Jr. After discussion, Judge Felton made a motion to approve the Proclamation and it was seconded by Commissioner Jones. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said
Proclamation be, and the same is hereby, approved by unanimous vote. qI i
STATE OF TEXAS COUNTY OF MCLENNAN PROCLAMATION
A PROCLAMATION OF THE COMMISSIONERS COURT OF MCLENNAN COUNTY, TEXAS RECOGNIZING and HONORING Thomas " Tom" G. Salome, Jr.
WHEREAS, Mr. Salome, Jr. was born in Dallas and raised in Waco, where at the age of eight, he began working in his father' s grocery store; and
WHEREAS, In 1954, Mr. Salome graduated from Baylor University Business School with degrees in economics and accounting. After graduation, he entered the U. S. Air Force and returned to Waco in 1957; and
WHEREAS, Mr. Salome began his 63- year career with M. Lipsitz& Co. Through the years, he assisted in expanding the business from one to nine plants throughout Texas and Oklahoma; and
WHEREAS, In 2005, Mr. Salome was named Philanthropist of The Year by the Association of Fundraising Professionals for his efforts as chairman of the YMCA' s capital fund raising campaign and in 2018, Mr. Salome was awarded the Greater Waco Chamber of Commerce Legacy Award for his efforts, dedication and vision to what is now known as the Salome Commerce Center; and
WHEREAS, Mr. Salome recognized the economic development competitive disadvantage in Waco and campaigned to the City and County for the need to develop an incentive fund that evolved into an incentive pool jointly funded through the City and County general funds. Which today has supported over 35 projects since its inception in 1997; and
WHEREAS, For over 40 years, Mr. Salome showed deep commitment as a leader and advocate for economic development and community affairs, from volunteerism and serving on boards of local non- profit organizations to grassroots fundraising efforts.
WHEREAS, Mr. Salome will be forever remembered for the legacy he left on Waco, McLennan County through his volunteer efforts, support to numerous boards, new business growth and simply the true gentleman that he was; and
NOW, THEREFORE BE IT PROCLAIMED, that the Commissioners Court of McLennan County, recognize, honor and will remember Mr. Thomas " Tom" Salome, Jr. for his dedication and love for the Waco, McLennan County citizens; and
BE IT FURTHER PROCLAIMED that a copy of this Proclamation be made a permanent part of the minutes of the Commissioners Court.
WITNESSED OU H AND SEAL this day of April, 2021.
SCOTT M. FELTON, County Judge
itt ES SMI , Comm. Prec. I WILL S, m. Prec. 3
ATRICIA MILLER, Comm. Prec. 2 BEN PERRY, C . rec. 4
Attest: J. A. " Harwell, Clerk Andy" County JA.' ANDY' HARWELL, County Clerk McLennan County, Texas McLennan County. Texas
FILED. APR 2 0 2021 By: puty un Clerk By Myrcetez Gowan- Perkins, Deputy ORDER APPROVING:
PROCLAMATION HONORING AND RECOGNIZING THE BAYLOR MEN' S BASKETBALL TEAM AS THE 2020- 21 CONFERENCE CHAMPION
On this the 20 day of April, 2021, came on for consideration the matter of Proclamation Honoring and Recognizing the Baylor Men' s Basketball Team as the 2020- 21 Conference Champion. Commissioner Jones read the Proclamation into minutes. After discussion, Commissioner Jones made a motion to approve the Proclamation and it was seconded by Judge Felton. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said
Proclamation be, and the same is hereby, approved by unanimous vote. ally.,"'•.
Ark I; f a( NCI, •,
STATE OF TEXAS PROCLAMATION COUNTY OF MCLENNAN
A PROCLAMATION OF THE COMMISSIONERS COURT OF MCLENNAN COUNTY, TEXAS Honoring and Recognizing the Baylor Men' s Basketball Team as the 2020- 21 National Champions WHEREAS, Baylor' s first trip to the Final- 4 and in program history, came in 1948 having finished as national runners- up to the Kentucky Wildcats with a score of 58- 42 inside Madison Square Garden; and
WHEREAS, in an effort to rebrand and a culmination of an epic rebuild and vision that began in 2003, Head Coach Scott Drew and his coaching staff boosted the Baylor men' s basketball program to unimaginable heights as the Bears have made nine NCAA tournament berths, including Elite Eight appearances in 2010 and 2012 and Sweet 16 berths in 2014 and 2017; and WHEREAS, in the year 2020 " A culture of JOY is Jesus, Others, and then Yourself, it' s a hierarchy in the way of thinking" so eloquently stated, created a buzz in the Baylor Nation and JOY was the theme; and
WHEREAS, On April 5, 2021, with an 86- 70 victory over Gonzaga " the Zags" University, the Baylor Men' s Basketball Team brought true JOY, by not only going to the Finals, but winning it ALL and bringing the title home to the Baylor Nation and McLennan County; and WHEREAS, The McLennan County Commissioners Court publicly recognizes all of the players of the 2020- 2021 Baylor Men' s Basketball Team for their outstanding achievement: 0 Flo Thamba, 3 L.J. Oyer, 5 Jordan Turner, 10 Adam Flagler, 11 Mark Vital, 12 Jared Butler, 13 Jackson Moffatt, 23 Jonathan Tchamwa Tchatchoua, 24 Matthew Mayer, 25 Tristan Clark, 31 MaCio Teague, 32 Zach Loveday, 35 Mark Paterson, 45 Davion Mitchell, 45 DaM Dainja; and
WHEREAS, The McLennan County Commissioners Court publicly recognizes the coaches and staff for besttheir ofoutstanding the best: achievement in coaching, inspiring, and molding these men of McLennan County to be the Head Coach- Scott Drew, Coaches: Jerome Tang, Alvin Brooks Ill,John Jakus, Bill Peterson, Operations Staff: Ty Beard, Mack Rhoades, Aditya Malhotra, Jared Nuness, Conditioning and Sports Medicine: Charlie Melton, Dave Snyder Chaplin: Scott Brewer BE IT FURTHER PROCLAIMED that a copy of this Proclamation is made a permanent part of the minutes of the Commissioners Court: " Sic' em Bears".
WITNESSED OUR HAND AND SEAL this theR0 th day ofacitiat_2021. Je eC// r1 /( 7-frals Scott M. Felton, Coun Ju e I Smtt6, A Commissioner Precinct 1 WM Jones, stoner Precinct 3
J aiu€,ceJ Patricia Miller, Commissioner Precinct 2 Ben Perry, ommisaleciu
Attest: J.A." Andy" Harwell, County Clerk 7' McLennan County, Tema go y Th.' AND f HARWELL, County Clerk 71 McLennan Count', Texas 7 By: Deputy County Clerk FILED: APR 2 0 2021
By Myrcetez Gowan- Perkins, Deputy ORDER RECESSING REGULAR SESSION
On this the 20 day of April, 2021, at 9: 10 o' clock a. m., Judge Felton announced that this meeting of April 6, 2021 stands in recess for fifteen minutes.
ORDER RECONVENING REGULAR SESSION
On this the 20 day of April, 2021, at 9: 26 o' clock a. m. the Court reconvened in Regular Session with Judge Felton presiding and Commissioners James Smith, Patricia Miller, Will Jones, Ben Perry and the Clerk thereof being in attendance, the following proceedings were had and done to- wit: The Court went to Item N. 1. Discussion and/ or Action on Matters Re: COVID- 19 including but not limited to Staffing, Emergency Appropriations, Precautions and Plans, Restrictions to Prevent the Spread of COVID- 19, Personnel Compensation and Benefit Matters, Health and Safety Procurements, Technology Procurements for Criminal Justice System to Allow for Operations to Continue Safely, Technology Procurements to Allow for Remote Meeting Participation, Reports on Progression of COVID- 19, and related matters. INFORMATION ONLY:
DISCUSSION AND/ OR ACTION ON MATTERS RE: COVID- 19 INCLUDING BUT NOT LIMITED TO STAFFING, EMERGENCY APPROPRIATIONS, PRECAUTIONS AND PLANS, RESTRICTIONS TO PREVENT THE SPREAD OF COVID- 19, PERSONNEL COMPENSATION AND BENEFIT MATTERS, HEALTH AND SAFETY PROCUREMENTS, TECHNOLOGY PROCUREMENTS FOR CRIMINAL JUSTICE SYSTEM TO ALLOW FOR OPERATIONS TO CONTINUE SAFELY, TECHNOLOGY PROCUREMENTS TO ALLOW FOR REMOTE MEETING PARTICIPATION, REPORTS ON PROGRESSION OF COVID- 19, AND RELATED MATTERS
On this the 20 day of April, 2021, came on for consideration the matter Discussion and/ or Action on Matters Regarding COVID- 19 including but not limited to Staffing, Emergency Appropriations,
Precautions and Plans, Restrictions to Prevent the Spread of COVID- 19, Personnel Compensation and Benefit Matters, Health and Safety Procurements, Technology Procurements for Criminal Justice System to Allow for Operations to Continue Safely, Technology Procurements to Allow for Remote Meeting Participation, Reports on Progression of COVID- 19, and related matters. Emergency Operations Coordinator, Ms. Elizabeth Thomas, updated the Court regarding Covid-
19. The Court went to Item G. 1. Authorization of Recommendation for RFA 21- 006: Depository Bank for McLennan County. ORDER APPROVING:
AUTHORIZATION OF RECOMMENDATION FOR RFA 21- 006: DEPOSITORY BANK FOR MCLENNAN COUNTY
On this the 20 day of April, 2021, came on for consideration the matter of Authorization of Recommendation for RFA 21- 006: Depository Bank for McLennan County. After discussion, Judge Felton made a motion to approve the recommendation made by the County Treasurer and it was seconded simultaneously by Commissioner Perry and Commissioner Jones. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said Authorization be, and the same is hereby, approved by unanimous vote. Recommendation
Court Date Originating Department Recommendation By Reference Number
04/ 20/ 21 Treasurer' s Office Ken Bass/ Bill Helton RFA 21- 006
Background:
RFA for Depository Bank for McLennan County, Texas Bid First Advertised on February 4, 2021 Bids Due& Bid Opening on March 4, 2021 Recommendation to Court April 20, 2021
Respondents:
BBVA USA Waco, TX 76710
JP Morgan Plano, TX 75024
First Naytional Bank of McGregor McGregor, TX 76657
Recommendation:
We recommend that McLennan County grant the award for Depository Bank for McLennan Couty, Texas to BBVA USA..
Whv:
BBVA USA submitted the best evaluated proposal. See accompanying evaluation.
Reviewed By: Bill Helton/ Ken Bass
APPROVED BY COMMISSIONERS COURT
Till " PAY OF 4 3cl eas COU J DO f ^ I Oji e E N NA • It
11r1- 1) 1
08 WAC/ 4.rex9s
Bill Helton McLennan County Treasurer County Records Building 21 S North 51° Street Suite 226 Waco, TX 76701- 1 36 1 254- 757- 5020( phone) 254- 759- 2832 ( fax)
April 9, 2021
To: McLennan County Commissioner' s Court
RE: Depository Bid Evaluation
The evaluation procedure in McLennan County RFA 21- 006 APPLICATION INSTRUCTIONS: DEPOSITORY BANK APPLICATIONS (" Depository Bid") is being followed:
upon review of the applications by the County Treasurer, and the County Finance Committee, the Commissioners Court will consider the applications and select the County' s depository bank."
The Depository Bid further states that: Proposals will be evaluated, but not necessarily limited to, the following factors:"
The" factors" and actual scoring are:
Analysis Factors& Score Per Depository Bid Score ( Highest Score is
Criteria Points Best)
BBVA TFNB JPM
Ability to meet service requirements of county 20 20 15 18
Cost of services 20 18 20 15
Net rate of return on County Funds 20 18 20 15
The banks financial condition 20 18 15 20
Reputation and past experience 20 20 18 15
Totals 94 88 83
I conducted a detailed comparison of services offered, rates of return, and fees. Bank financial reports were analyzed and compared between applicants and 6 other local banks. My analysis concluded that BBVA is the best choice for McLennan County. The Committee met and reviewed my analysis summary, considered the criteria scoring, and by unanimous vote recommended that BBVA be selected as McLennan County Depository for 4 years.
Hence, I recommend that Commissioners Court approve and select BBVA as depository for 4 years.
Respectfully Submitted,
Bill Helton
JA.' ANDY' HARWELL, County Clerk McLennan Count', Texas
2 FILED: APR 2 0 2021
By Myrcetez Gowan- Perkins, Deputy The Court went to Item R. 5. Discussion re: Voting Machine Equipment/ Upgrades. INFORMATION ONLY:
WORK SESSION ITEMS( UNLESS OTHERWISE IDENTIFIED ABOVE, NO ACTION WILL BE TAKEN, BUT THESE MATTERS WILL BE DISCUSSED):
DISCUSSION RE: VOTING MACHINE EOUIPMENT/ UPGRADES
On this the 20 day of April, 2021, came on for consideration the matter of Work Session Items( unless
otherwise identified above, no action will be taken, but these matters will be discussed): Discussion regarding Voting Machine Equipment/ Upgrades. The Court discussed Voting Machine Equipment
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Waco- McLennan County Economic Development Corporation ( WMCEDC): Authorization of Agreements; Consulting Services; Proposed Projects / Program Project Agreements/ Amendments/ Pay Applications. AGENDA: APRIL 20, 2021 I. Waco-McLennan County Economic Development Corporation WMCEDC): Authorization of Agreements; Consulting Services; Proposed Projects/ Program Project Agreements/ Amendments/ Pay Applications: I. Regarding the Program Project Agreement with Envases Approved Commerce, LLC and IZ Texas, LLC: Authorization See after of Payment Request# I Item R. S.) 9: 53 ORDER APPROVING: AUTHORIZATION OF PAYMENT REOUEST# 1 RE: THE PROGRAM PROJECT AGREEMENT WITH ENVASES COMMERCE. LLC AND IZ TEXAS. LLC On this the 20 day of April, 2021, came on for consideration the matter Regarding the Program Project Agreement with Envases Commerce, LLC and IZ Texas, LLC: Authorization of Payment Request# 1. After discussion, Commissioner Perry made a motion to approve and it was seconded by Commissioner Smith. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said Authorization be, and the same is hereby, approved by unanimous vote. WACO MCLENNAN COUNTY ECONOMIC DEVELOPMENT CORPORATION P.O. Box 1220 * Waco, Texas 76703- 1220 254) 757- 5600 * ( 254) 757- 5639— fax April 9, 2021 Judge Scott Felton McLennan County P. O. Box 1728 Waco, Texas 76703 Re: Payment Request# 1 IZ Texas, LLC Dear Judge Felton: Attached is a copy of the payment request submitted by IZ Texas, LLC. Per the Program Project Agreement approved December 1, 2020, Sections 1. 2. 1 and 1. 2. 1. 1 IZ Texas, LLC has fulfilled the requirements for the Initial Incentive Fund Payment from WMCEDC, providing the necessary documentation, and has submitted its first request for disbursement of funds. The company has submitted a request for$ 2, 000, 000. Having verified IZ Texas, LLC has met the terms of the initial incentive fund payment outlined in the program project agreement, staff respectfully submits this draw request for payment. The County' s portion of this payment request is one- half of the total or$ 1, 000, 000. If you have other questions or need additional information, please let me know. Sincerely, Matthew T. Meadors Administrator Enclosures Received: btnwl ? eQvCFtCu rWS uttrotJ- TOT 4 fl'4 f S , 0W3QOp. c° APPROVED BY COMMISSIONERS COURTg COUNTY J1DEJUD INVERSIONES ZAPATA Inversiones Zapata, S. A. P. I. de C. V. Calz. de Guadalupe No. 504, Col. Centro Cuautitlen, Estado de Mexico, C. P. 54800 VIA EMAIL March 29, 2021 Kristina M. Collins Sr. Vice President— Economic Development Greater Waco Chamber 101 S. Third St., Waco, TX 76701 RE: Program Project Agreement Among Waco McLennan County Economic Development Corporation, Envases Commerce, LLC and IZ Texas, LLC( the' Agreement")— Request for Disbursement of Funds Dear Kris: Thank you for the opportunity to partner with Waco McLennan County Economic Development Corporation and your continued support. Per the requirements as outlined in Section 1. 2. 1 of the Agreement, the Companies request that the Initial Fund Payment of an amount equal to Two Million Dollars($ 2,000,000.00) be provided per the terms of the Agreement. As requested, please see enclosed for 1) a copy of the recorded deed and 2) completed vendor forms required by the City. If you have any questions, please contact our company consultant, Matt Samler with JLL at 214 438 6156 or via email at Matthew. Samler a am. jll. com. Sincerely, Francisco Javier Pietrini Zapata Enclosures: Recorded Deed and Completed Vendor Forms 2021007742 DEED 03/ 04/ 2021 10: 51: 39 AM Total Pages: 8 Fees: $ 40. 00 J. A. " Andy" Harwell, County Clerk - McLennan County, Texas AFTER RECORDING, RETURN TO: American Guaranty Title 331 W. Highway 6, Suite A Waco, Texas 76710 2/ 0 3 j, 4c( 4s ue NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIHE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF MCLENNAN WACO INDUSTRIAL FOUNDATION, a Texas nonprofit corporation (" Grantor"), whose address is 101 South 3rd Street, Waco, TX 76701, for and in consideration of the sum of Ten Dollars($ 10.00) and other good and valuable consideration to it in hand paid and caused to be paid in the manner hereinafter stated by IZ TEXAS, LLC, a Texas limited liability company Grantee"), whose mailing address is 7600 Chevy Chase Drive, Building 2, Suite 300 Austin TX 78752- 1599, the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, ASSIGNED and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, ASSIGN and CONVEY, unto Grantee the real property located in McLennan County, Texas more particularly described in Exhibit A attached hereto and incorporated herein by reference, and any and all structures, fixtures, buildings and improvements situated thereon( collectively, the" Land"); together with all of Grantor' s rights, titles and interest in and to ( i) all minerals, oil, gas and other hydrocarbon substances on or under the Land, ( ii) development rights, air rights, water, water rights and water stock relating to the Land, ( iii) any appurtenant rights to any land lying in the bed of any existing dedicated street, road or alley adjoin the Land and ( iv) to all strips and gores adjoining the Land, and any other easements, rights- of- way, tenements, hereditaments and appurtenances thereon or in anywise thereto appertaining clauses ( il-(ivl above being herein collectively called the " Rights and Appurtenances" and the Land and the Rights and Appurtenances being herein collectively called the" property'), TO HAVE AND TO HOLD the Property, together with all and singular any other rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns, FOREVER, subject only to ( t) those restrictions and encumbrances listed on Exhibit B.• attached hereto and incorporated herein by reference for all purposes, to the extent( but no further) that same are valid and subsisting as ofthe date hereofand affect title to the Property( collectively, the" Encumbrances"); and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereofby, through or under Grantor, but not otherwise, subject, however, to the Encumbrances. r 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 2 of 8 Ad valorem taxes applicable to the Property have been prorated by Grantor and Grantee as of the date of this Deed. Grantee hereby assumes payment of all ad valorem taxes for the year 2021 and all subsequent years. IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed this day of March, 2021. GRANTOR: WACO 07 , • • t b ' ATION B . ØLIMaMeadors Executive Vice President STATE OF TEXAS COUNTY OF MCLENNAN This instrument was acknowledged on the . 21' day of March, 2021, by Matthew T. Meadors, Executive Vice President ofWaco Industrial Foundation, a Texas nonprofit corporation, on behalf of said corporation. n:"' VICKI L. MASON al f+•• Note` ry Public. 0 h . i e stare or razes Notary Public, State ofTexas R Comm. Expires 05.20.2023 I t%% ° Notary 10 124565815 ATTA Exhibit A— Property Description Exhibit B— Permitted Encumbrances Special Warranty Deed Page 2 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 3 of 8 EXHIBIT A Property Description Tract One; BEING A 50.891 ACRE TRACT OF LAND SITUATED IN THE P.M. MAXWELL SURVEY, ABSTRACT NO. 576, McLENNAN COUNTY, TEXAS, AND BEING A PORTION OF THE REMAINDER OF THAT CALLED 385.476 ACRE TRACT OF LAND DESCRIBED AS TRACT NO. I, IN DEED TO. WACO INDUSTRIAL FOUNDATION, AS RECORDED IN VOLUME 1338, PAGE 485 OF THE DEED RECORDS OF McLENNAN COUNTY, TEXAS D.R. M.C.T.). SAID 50. 891 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at 1/ 2 inch capped iron found and stamped" Wallace Group" in concrete, lying in the west Right-of Way line of Wycon Drive ( 70 foot ROW), and the northeast corner of Lot 3, Block 3, Texas Central South Addition, both being described in MCC No. 2001039158 of the Official Public Records of McLennan County, Texas( O. P. R. M. C.T.), further described in deed to Waco Industrial Foundation, as recorded in MCC No. 2018001611 of said O.P.R.M.C.T. From which a 1/ 2 inch capped iron found and stamped " Wallace Group" lying in the common line of said ROW line and Lot 3, at the beginning of a curve to the left bears S 26° 24'52" E, a distance of 80.57 feet; THENCE S 57° 18'48" W, along the common line of said Tract 1 and Lot 3, a distance of 1399. 77 feet, to a 1/ 2 inch capped iron found and stamped" Wallace Group" lying in the east line of Lot 2, Block 3 Texas Central South Addition, as described in deed to Caterpillar Inc., recorded in MCC No. 9943129 of said O.P.R.M.C.T.,. being the southwest corner said Tract 1 and the herein described tract. From which a 1/ 2 inch iron rod found for the southwest corner of said Lot 3 bears S 32° 40'06" E, a distance of309.88 feet; THENCE N 32° 40'06" W, along the common line of said Tract 1 and Lot 2, a distance of 971. 96 feet, to a 1/ 2 inch iron rod found lying in the south line of the Union Pacific Railroad ( 100 foot ROW), for the northeast corner of said Lot 2, also being the northwest corner of said Tract 1 and the herein described tract. From which a 1/ 2 inch iron rod found at the beginning of a curve to the left bears S 41° 44' 16" W, a distance of 421. 61 feet; THENCE N 41° 49'07" E, along the common line of said Railroad ROW and Tract 1, passing at a distance of 1713. 06 feet, to a point in the approximate center line of Flat Creek, also being the northwest corner of a called 57. 98 acre tract of land described in deed to Army and Air Force Exchange Service, as recorded in Volume 1583, Page 455 of sold D.R. M.C.T., for the most northerly northeast corner of said Tract I and the herein described tract; THENCE along the common line of said Tract I and 57. 98 acres, with the meanders of said Flat Creek in the following seven( 7) courses end distances: Property Description— Exhibit A Page I of 3 C 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 4 of 8 S 46° 00'59" E, a.distance of 41. 63 feet, to a point, S 25° 12'55" E, a distance of 107. 16 feet, to a point, S 41° 53' 12" E, a distance of 227.43 feet, to a point, S 41° I I' 25" E, a distance of 122. 18 feet, to a point, S 35° I0'27" E, a distance of 429.49 feet, to a point, S 74° 47'03" E, a distance of 149. 56 feet to a point, N 87° 39'49" E, a distance of 443. 21 feet to a point lying in the northwest line ofLot I, Block 2, Texas Central South Addition, as described in deed to SonocoFlexible Packaging Company, Inc., as recorded in MCC No. 2006006408 of said O.P.R.M.C.T., and being the most westerly southwest corner of said 57.98 acres,' also being the most easterly northeast corner of said Tract I and the herein described tract; THENCE S 27° I5' 45" W, leaving said creek, continuing along the common line of said Tract I and Lot 2, passing at a distance of 37.00 feet a 1/ 2 inch capped iron rod set and stamped" CP& Y" at the top bank of Flat Creek for reference, continuing a total distance of 834. 83 feet to a 1/ 2 inch capped iron rod found and stamped " Wallace Group" in concrete, lying in the east line of said Wycon Drive, at the beginning of anon-tangent curve to the right, having a delta angle of 41° 18' 33", a radius of 221. 66 feet, a chord bearing of N 47° 01' 51" W, and a chord distance of 156. 37 feet, also being the northwest corner ofsaid Lot I and an angle point of the' herein described tract; THENCE along the common line of said Wycon Drive and Tract 1 the following ten( 10) courses and distances: Along said' non- tangent curve to the right, an arc length of 159. 81 feet to 1/ 2 inch capped iron rod set and stamped" CP& Y" at the point oftangency, N 26° 22'36" W, a distance of 90.87 feet, to a 1/ 2 inch capped iron rod found and stamped" Wallace Group" in concrete, at the beginning of a tangent curve to the left, having a delta angle of 21° 50'58", a radius of 535. 00 feet, a chord bearing ofN 37° 18' 05" W and a chord distance of 202. 79 feet, Along said tangent curve to the left, having an arc length of 204.02 feet, to a 1/ 2 inch capped iron rod found and stamped" Wallace Group" in concrete for the point oftangency, N 48° I3' 34" W, a distance of277. 42 feet; to a 1/ 2 inch capped iron rod found and stamped Wallace Group" in concrete, at the beginning of a tangent curve to the right, having a delta angle of 52° 19' 39", a radius of 20.00 feet, a chord bearing of N 22° 03'44" W and a chord distance of 17. 64 feet, Along said tangent curve to the right, an arc length of 18. 27 feet to a 1/ 2 inch capped iron rod found curve to the left, having a delta angle of 284° 39' 37", a radius of 70. 00 feet, a chord bearing of S 41° 46' 17" W and a chord distance of 85. 56 feet, Property Description— Exhibit A Page 2 of 3 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 5 of 8 Along said curve to the left, an arc length of 347.78 feet, to a 1/ 2 inch capped iron rod found and stamped" Wallace Group" in concrete, at the beginning of a reverse curve to the right, having a delta angle of 52° 20'07", a radius of 20.00 feet, a chord bearing of S 74° 23' 28" E and a chord distance of 17. 64 feet, Along said curve to the right, an arc length of 18. 27 feet, to a: 1/ 2 inch capped iron rod found and stamped" Wallace Group" in concrete, foi the point of tangency, S 48° 13' 34" E, a distance of 277.41 feet to a 1/ 2 inch capped iron rod found and stamped" Wallace Group" in concrete, at the beginning of a tangent curve to the right, having a delta angle of 21° 50'58", a radius Of 465. 00 feet, a chord bearing of S 37° I8'05" E and a chord distance of 176.25 feet, Along said tangent curve to the right, an arc length of 17733 feet to a 1/ 2 inch capped iron rod found and stamped " Wallace Group" in concrete, for the point of tangency, S 26° 22' 36" E, a distance of 1035 feet, to the POINT OF BEGINNING and containing 50. 891 acres of land more Or less. Tract Two; Lot 3, Block 3 of the Texas Central Smith. Addition, to the City of Waco, McLennan County, Texas, a shown on plat recorded under Cleric' s File Number 2001039158 of the Official Public Records ofMcLennan County, Texas. Property Description— Exhibit A Page 3 of 3 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 6 of 8 EXHIBIT B Encumbrances 1. Covenants and Restrictions recorded in Volume 1560, Page 222 and Volume 1564, Page 58 of the Deed Records of McLennan County, Texas, and recorded in Volume 601, Page 549 and under Clerk' s File No. 2001039158 of the Official Public Records of McLennan County, Texas. 2. Any and all easements, building setback lines, conditions, covenants, and restrictions as noted on the survey prepared by Adam M. Whitfield, RPLS No. 5786, dated January 15, 2021 ( the Survey"). 3. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, relating to the Property as reflected by the records of the County Clerk of McLennan County, Texas, together with all rights, privileges, and immunities relating thereto. 4. Easement from Waco Industrial ' Foundation to Texas Power & , Light Company and Southwestern Bell Telephone Company of St. Louis, Missouri, dated February 8, 1962 and filed in Volume 902,' Page 383, Deed Records of McLennan County, Texas, and as shown on the Survey. 5. 20' wide easement from Waco' Industrial Foundation to Texas Power& Light Company and Southwestern Bell Telephone Company, dated December I, 1987 and filed in Volume 1654, Page 284, Deed Records ofMcLennan County, Texas, and as shown on the Survey. 6. 70' wide drainage easement as cited on plat recorded under Clerk' s File No. 2001039158 of the Official Public Records of McLennan County, Texas, and as shown and as shown on the Survey. 7. Easement Deed by Court Order in Settlement of Landowner Action dated December 14, 2012 to Sprint Communications Company L. P., Qwest Communications Company, LLC n/ k/a CenturyLink Communications, LLC, Level 3 Communications, LLC, and Witte! Communications, Inc. as recorded under Clerk's File No. 2015022953, Official Public Records of McLennan County, Texas, and as shown on the Survey. 8. Ordinance recorded December 17, 2020 by the City of Waco under Clerk' s File No. 2020045004, Official Public Records ofMcLennan County, Texas, and as cited on the Survey. 9. 10' utility easement per plat recorded under Clerk' s File Number 2001039158 of the Official Public Records of McLennan County, Texas, and as shown on the Survey. Special Warranty Deed— Exhibit B Page 1 of 2 2021007742 03/ 04/ 2021 10:51: 39 AM Page 7 of 8 10. 25' setback line per plat recorded under Clerk' s File Number 2001039158 of the Official Public Records of McLennan County, Texas, and as shown on the Survey. 11. 15' setback line per plat recorded under Clerk' s File Number 2001039158 ofthe Official Public Records of McLennan County, Texas, and as shown on the Survey. 12. 50' setback line per plat recorded under Clerk' s File Number 2001039158 of the Official Public Records of McLennan County, Texas, and as shown on the Survey. 13. Any and all reservations, restrictions, easements, mineral interests and other matters of record, to the extent they are validly existing and applicable to the Property. Special Warranty Deed— Exhibit B Page 2 of 2 2021007742 03/ 04/ 2021 10: 51: 39 AM Page 8 of 8 FILED AND RECORDED Instrument Number: 2021007742 Filing and Recording Date: 03/ 04/ 2021 10: 51: 39 AM Pages: 8 Recording Fee: $ 40. 00 I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED in the OFFICIAL PUBLIC RECORDS of McLennan County, Texas. Qaa. C J. A." Andy' Harwell, County Clerk McLennan County, Texas weerd JA.' A:\' DY' HARWELL, County Clerk McLennan Count', Texas FILED: APR 2 0 2021 By Myrcetez Gowan- Perkins, Deputy AGENDA: APRIL 20, 2021 E. CONSENT AGENDA: I. Approval of Minutes of Prior Meeting( s) Recording into the Court Minutes of Previously Approved Documents; Recordation of Items Not Requiring Court Action a. Recording of Industrial Business Grant Agreement with Approved Amazon. com Services, LLC for Investment in Industrial Real and Personal Property b. Recording of Health Savings Account Enrollment Approved and Contribution Agreement with Optum Bank, Inc. ( re: McLennan County Group Health Plan) c. Recording of Texas Department of State Health Approved Services Consent Form for Restland Cemetery d. Recording of Memorandum of Understanding with Approved Connally Independent School District( re: Collaborative Partnership for Learning Enrichment) e. Recording of Internship Memorandum of Approved Understanding with Connally Independent School District 2. Financial Obligations of McLennan County: a. Authorization for County Treasurer to Pay County Approved Checks/ Wire/ Electronic Transfers Issued Since the Last Authorization 3. Human Resources/ Salary Matters( Payroll Status Forms or Changes): a. Consideration and/ or Action on Department Pulled Head Evaluations/ Reviews and Salary b. Purchasing Pulled c. County Sheriff Pulled 4. Authorization/ Ratification of RFP' s, RFQ' s, and Bids None Advertisements; Publications; Public/ Legal Notices 5. Travel and Education Requests: None 6. Recording of Educational Certificates; Recording of Department Head Affidavits; Recording of Departmental Reports; Acceptance or Approval of Official Bonds, Conflict Statements, or Other Such Items Required to be Submitted to the Court by Public Officials: a. Waco- McLennan County Public Health District: Approved Authorization of March Billing/ Reports( re: On- Site Sewage Facility( O.S. S. F) Program) b. County Treasurer: Recording of McLennan Approved County Investment Report, March 2021 c. McLennan County Children' s Protective Services Approved Board: Recording of Detailed Transaction Report, March 2021 7. Burn Ban Approval, Extension or Termination Remains Lifted 8. Authorization of McLennan County Credit Card Approved Purchases 9. McLennan County Regulations: a. Approval of Final Plat of" Honeycutt Addition, Lot Approved 1, Block 1" to McLennan County, Precinct 2 b. Approval of Final Plat of" Cagayano Addition, Approved Lots 1- 4, Block 1" to McLennan County, Precinct 3 9: 55 ORDER APPROVING CONSENT AGENDA ITEMS On this 20 day of April, 2021, came on for consideration the matter of reviewing and approving the Consent Agenda Items. Judge Felton stated that we need to pull item E. 3. a., E. 3. b. and E. 3. c. Commissioner Smith made a motion to approve( the consent agenda items with the exemption of item E. 3. a., E. 3. b. and E. 3. c.) and it was seconded by Commissioner Perry. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said Consent Agenda Items be, and the same are hereby, approved by unanimous vote. Recording of Authorization of Industrial Business Grant Agreement with Amazon. com Services LLC for Investment in Industrial Real and Personal Property Approved by Order on February 16, 2021 and recorded on Page 69 of these minutes. ACCEPTED BY COMMISSIONERS COURT lee TNI YOF p POCAVIQD41lr COUNTY JUDGE AGREEMENT FOR INDUSTRIAL BUSINESS GRANT BETWEEN MCLENNAN COUNTY AND AMAZON. COM SERVICES LLC FOR INVESTMENT IN INDUSTRIAL REAL AND PERSONAL PROPERTY This Agreement is entered into by and between McLennan County, Texas ( hereinafter COUNTY"), and Amazon. com Services LLC ( hereinafter " AMAZON"). RECITALS: WHEREAS, AMAZON proposes to provide real and personal property investment and the creation/ retention of jobs within the COUNTY as set out in the AGREEMENT FOR BUSINESS GRANT BETWEEN THE CITY OF WACO AND AMAZON.COM SERVICES LLC that is proposed to be adopted by the City Council of the City of Waco, and is attached hereto as Exhibit " A", and incorporated herein ( hereinafter " Project"). This Agreement by the County is expressly subject to the Waco City Council adopting their agreement in substantially the same form as attached as Exhibit" A".; and WHEREAS, AMAZON seeks the provision of economic development incentives from the COUNTY in the form of an Industrial Business Grant under the COUNTY' s Industrial Business Grant Program adopted by the County Commissioners Court as authorized by §381. 004 of the Local Government Code; and WHEREAS, economic development, tax base and employment within the COUNTY will be significantly benefited by the Project; and WHEREAS, provision of grant incentives by the COUNTY to encourage and facilitate the Project will promote, stimulate and encourage business development within the COUNTY and attain the creation/ retention of jobs within the COUNTY; and WHEREAS, AMAZON meets the applicable eligibility requirements of the COUNTY' s Industrial Business Grant Program, and WHEREAS, the COUNTY and AMAZON wish to enter into an Agreement for Industrial Business Grant identical in all respects ( except as may be specifically set forth below) to the proposed Agreement attached as Exhibit " A" between AMAZON and the City of Waco; and WHEREAS, in order to provide for the proper development of such property and to aid in the conduct of the operation thereof to the best interest of the COUNTY in accordance with the above referenced order and statutes, the parties do mutually agree as set forth below. 1.) Except as stated as an exception below, the COUNTY and AMAZON agree to all the terms and conditions in the proposed Agreement attached hereto as Exhibit " A" for the Industrial Business Grant from the County, and the parties shall owe the same obligations to one another as owed between AMAZON and the City of Waco under the Agreement attached hereto as Exhibit " A" and incorporated herein. The County' s adoption of the terms of the City Agreement is, of course, with relation to County incentives. The County grant award is expressed as a percentage of the additional County ad valorem taxes generated by the increased taxable value of eligible real and/ or personal property over the applicable base year. The terms of the City of Waco Agreement ( Exhibit " A") are intended to be construed as substituting the County for the City and the County grant for the City grant; and shall not be construed to conflict with the County' s IBG Program. Again, the Waco City Council' s approval of the agreement attached as Exhibit " A" is a condition subsequent that must occur for this Agreement to be effective and binding 2.) EXCEPTIONS: 2. 1. Funding of the grant is subject to the conditions set forth in the County' s Industrial Business Grant Program. 2. 2 If any premium opportunities are provided by the City of Waco for employment of Waco residents, such do not apply to the County grant. 2. 3 Under the County IBG Program, property taxes upon which a grant is based do not include farm- to- market and lateral road taxes, and such taxes shall not be included in calculating the grant. 2. 4. In accordance with Section VI of the COUNTY' s Program, the City of Waco will serve as the administrator of the grant on behalf of the COUNTY. 2. 5 NON- APPROPRIATION OF FUNDS — The Texas Constitution prohibits a COUNTY from entering into an obligation which is not payable form current revenues without first levying a tax and creating a sinking fund to pay the obligation. The COUNTY does not intend to levy a separate tax or create a sinking fund. Therefore, to preserve the validity of this Agreement, the COUNTY may cancel this Agreement by non-appropriation in its budget for its obligations hereunder without penalty for liability for such cancellation, provided that the COUNTY shall give AMAZON written notice of its intention to non-appropriate for the succeeding fiscal year of the COUNTY ( which ends on September 30) at least 60 days before the end of the then current fiscal year of the COUNTY. The foregoing being said, the COUNTY presently intends to appropriate the amounts that lawfully come due under the Agreement in each year of this Agreement from available revenues of the COUNTY, and will use its best efforts to do so. EXECUTED BY THE PARTIES AS SET FORTH BELOW. MCLENNAN COUNTY,, TEXAS By: ao //ltt Scott M. Felton, County Judge Date: OWL Attest: J. A. " Andy" HARWELL, County Clerk McLennan County, Texas By:` 1 f ih De ty Co erk AMAZON.COM SERVICES LLC By: Holly S ivan, Authorized Signatory ATTEST: U2/ b 7/, BUSINESS GRANT AGREEMENT BETWEEN THE CITY OF WACO AND AMAZON. COM SERVICES LLC This Agreement for Business Grant(" Agreement") is entered into to be effective as of the 16th day of February, 2021 ( the" Effective Date") by and between the CITY OF WACO, TEXAS hereinafter " CITY"), a home rule city and municipal corporation of McLennan County, Texas, acting herein by and through its City Manager and AMAZON. COM SERVICES LLC hereinafter " COMPANY"). RECITALS: WHEREAS, CITY is the administrator of the City of Waco Business Grant Program pursuant to Texas Local Government Code Chapter 380, Resolution No. 2016- 306, and Resolution No. 2017- 1067, which provides incentives to encourage the location of new businesses or the expansion of businesses in the City of Waco; and WHEREAS, on February 16, 2021, pursuant to Resolution No. 2021- 107, the City Council authorized the CITY to enter into this Business Grant Agreement with COMPANY; and WHEREAS, in consideration of business grant incentives from CITY, COMPANY will establish at least a 640,000 square foot, state-of-the- art robotic fulfillment center for the collection and shipment of customer items and household goods throughout the United States, make significant real and personal property investments, and will create and retain jobs in Waco, McLennan County, Texas; and WHEREAS, COMPANY and CITY desire to enter into this Agreement for a Business Grant, NOW, THEREFORE, for the promises and considerations set forth herein, the parties to this Agreement agree as follows: 1. COMPANY COMMITMENTS 1. 1 LEASE EXECUTION — On October 22, 2020 COMPANY leased, for an initial lease term of not less than ten( 10) years, 93. 169 acres at Lot 24, Block 1, Texas Central South Addition, and otherwise known as 2000 Exchange Parkway, Waco, McLennan County, Texas (" Premises") on which it shall construct and locate at least a 640, 000 square foot state- of-the- art robotic fulfillment center for the collection and shipment of customer items and household goods throughout the United States(" Business"). 1. 2 TOTAL CAPITAL INVESTMENT — On or before the Start Date as described in subsection 1. 4 below, COMPANY shall cause total capital investment of no less than Two Hundred Million Dollars ($200,000,000.00) at the Premises as follows: 1 1. 2. 1 Real Property Investment- COMPANY will cause to be invested, on or before the Start Date as described in subsection 1. 4 below, no less than One Hundred Million Dollars($ 100,000,000.00) in taxable real property improvements(" Real Property") at the Premises, with the value being determined by the McLennan County Appraisal District MCAD") or as proved through documentation provided by or on behalf of the COMPANY. COMPANY agrees that all $ 100, 000, 000. 00 of the Real Property improvements will be taxable and that no tax exemptions will be sought by or on behalf of the COMPANY for these Real Property improvements 1. 2. 2 Personal Property Investment — COMPANY shall cause to be invested at the Premises no less than One Hundred Million Dollars ($ 100, 000,000. 00) in personal property improvements and additions (" Personal Property"), less depreciation, with the value being determined by MCAD or as proved through documentation provided by COMPANY on or before the Start Date as described in subsection 1. 4 below. Inventory and office equipment are not included as eligible Personal Property Investment. COMPANY agrees that all $ 100, 000, 000. 00 of the Personal Property will be taxable and that no tax exemptions, except a Freeport and Goods in Transit Exemption, will be sought for this Personal Property by or on behalf of COMPANY. 1. 2. 3 Identification of the Property- The property that is the subject of this agreement is certain Real Property and Personal Property improvements, as described in Exhibit" A", but does not include inventory, supplies, and/ or office equipment. Such Real and Personal Property improvements shall hereinafter be referred to collectively as the" Property". Such Property shall be located at the Premises. Except for replacement at or above the value of the original Property of obsolescent, destroyed or damaged Property, COMPANY agrees that no substantial or material amount of the Property covered by this Agreement will be removed from the Premises and/ or disposed ofby or on behalf ofthe COMPANY without thirty( 30) days written notice to CITY and renegotiation of this Agreement. If any of the Property of material value is removed or disposed ofwithout proper notice required above, except as provided in this Section 1. 2. 3, then this Agreement will be voidable ( i) upon CITY' s written notice to COMPANY of the same and ( ii) COMPANY' s failure to cure such removal or disposal within the Cure Period. If this Agreement is voided, the CITY will immediately cancel all future Incentive Grant funds to be disbursed to the COMPANY under this Agreement. 1. 2.4 Certificate of Completion- Upon completion of the construction and installation of the Property, COMPANY shall cause a Certificate of Completion for the Property, a copy of which is attached as Exhibit" B", to be executed and submitted to CITY to which the following documentation will be attached: 1) a corresponding fixed asset list containing acquisition date, acquisition cost, and a description of each Personal Property improvement; 2) invoices evidencing the $ 100,000,000.00 construction cost of the Real Property Improvements and 3) a written request that CITY inspect the Premises and Property and execute the submitted" Certificate of Completion." The price per unit charged for particular equipment and other Personal Property improvements and any Personal Identifiable Information ( defined below) of COMPANY' s employees, to the extent the Certificate of Completion ( and supporting documentation) contains any such Personal 2 Identifiable Information, shall be treated as confidential information and subject to the standards set forth in Section 1. 6. 5. As used above, the term " Personal Identifiable Information" means information that directly or indirectly identifies any particular individual ( e.g., an individual' s name, address, date of birth, gender, race, social security number, telephone number or email address). Before CITY will execute any Certificate of Completion, 1) CITY and MCAD must verify that the construction and/ or installation of the real and/ or personal property listed in the submitted Certificate of Completion has been completed; and, 2) MCAD must assign an appraised value to the Property listed in the submitted Certificate of Completion. 1. 3 CONTINUED OPERATION. COMPANY shall continuously operate the Business on the Premises throughout this Agreement' s Term( as defined below in Section 5. 1). 1. 4 START DATE. Because there are two alternative dates upon which the term of the grant may begin, the term " Start Date" is used to encompass whichever date is applicable. The target date for completion of the improvements and the certification of completion process as described in Section 1. 2. 4 is on or before December 31, 2022. Upon project completion and certification of completion on or before December 31, 2022, the Start Date for the grant is January 1, 2023. If project completion and the certification of completion occurs after December 31, 2022, but on or before June 1, 2023, this shall not be grounds for termination of this Agreement. In this circumstance, COMPANY may elect by a written notice to the City to push back the Start Date for its grant to January 1, 2024. Failure to complete the Project and the certification of completion process as described in Section 1. 2. 4 on or before June 1, 2023 is grounds for termination of this Agreement by the CITY but is not subject to the exercise of a Force Majeure clause or the Cure Period. 1. 5 REQUIREMENTS OF OCCUPANCY- On or before the Start Date, COMPANY shall obtain a certificate of occupancy or a TCO( Temporary Certificate of Occupancy) for the Business and have passed all final inspections for the trades permits for the Premises for the Business. This section is not subject to the exercise of a Force Majeure clause or the Cure Period. 1. 6 EMPLOYMENT REQUIREMENTS - COMPANY shall create, fill, and retain at least One Thousand ( 1, 000) new full- time jobs(" Jobs") in the City of Waco throughout the term of the Agreement. For purposes of this Agreement, " Job" means full- time year- round employment 1, 820 hours of work per year) with at least thirty-five ( 35) hours per week ( or, alternatively, at least seventy ( 70) hours per every two weeks, at the employee' s discretion), and the Company provides a minimum base wage of no less than fifteen dollars ($ 15. 00) per hour as well as health insurance benefits. Additionally, the average annual wage for the Jobs shall be no less than 31, 807. 00, excluding benefits. 1. 6. 1 CITY and COMPANY agree that as of the date of execution of this Agreement, COMPANY has Zero( 0) full- time jobs in the City of Waco, McLennan County, Texas. 1. 6.2 Employment Timeline - COMPANY shall create, fill, and retain the Jobs at the Premises on the following schedule: 3 1. 6. 2. 1 On or before the Start Date, at least 200 new full-time Jobs; 1. 6. 2. 2 On or before December 31, of the calendar tax year following the Start Date, at least 500 additional, new full- time Jobs, for a total of 700 Jobs; and 1. 6. 2. 3 On or before December 31 of the second Tax Year following the Start Date, at least 300 additional, new full- time Jobs, for a total of 1, 000 Jobs; 1. 6. 3 Annual Payroll - On or before December 31, 2024 ( or December 31, 2025 if the later Start Date was elected as set forth above), COMPANY shall have an annual payroll of at least Thirty- one Million, Eight Hundred, Seven Thousand, Three Hundred, Sixty Dollars ($ 31, 807, 360. 00), excluding benefits, and thereafter, shall maintain this level of payroll throughout the Term of the Agreement; 1. 6. 4 Annual Certification of Employment - On or before January 30' h of each year for the Term of the Agreement, up to and including the year immediately following the termination of this Agreement, COMPANY shall provide CITY with an Annual Certification of Employment( as of December 31st of the prior year) including an employee roster showing the employee identification number, zip code, date of hire, position, and wage. An example of an acceptable employee roster is attached hereto as Exhibit " C". Every time that COMPANY submits its yearly employee roster in the format required by CITY, COMPANY shall also submit a letter certifying that COMPANY meets its obligations under this Agreement, including the employment requirements. If COMPANY is not able to certify that it is in compliance in all material respects with the requirements of this Agreement COMPANY shall submit a notarized letter of explanation, which may be submitted by electronic submission through a secure site, with a proposed strategy to resolve the shortcomings. After providing prior reasonable notice to COMPANY, CITY shall have the right during regular business hours to conduct a personnel audit of COMPANY' s records to verify the employment data. CITY agrees that all COMPANY employee data it receives or views pursuant to this Agreement or an audit under this section will be treated as confidential in accordance with all applicable laws, subject to the provisions of Section 1. 6. 5. Notwithstanding the foregoing or any other provision of this Agreement, the COMPANY shall not be required to disclose, permit the inspection ofor examination of,or discuss, any document, information or other matter that ( a) constitutes trade secrets or proprietary information, ( b) in respect of which disclosure is prohibited by law or ( c) is subject to attorney- client privilege, employee privacy laws or constitutes attorney work product. Any such audit must: ( i) not be disruptive to the COMPANY' s business and must take place at a mutually agreed time during COMPANY' s normal business hours;( ii) only cover statements rendered since the last audit conducted by the COMPANY ( if any) and during the 24 months prior to the date the audit is commenced; ( iii) take place on at least thirty 30) days' prior written notice; ( iv) be completed within thirty ( 30) days from commencement. The CITY may not schedule an audit to take place in the fourth calendar quarter of any year. In the event the CITY' s examination reveals a deficiency or discrepancy, the parties will cooperate in good faith to address and resolve such deficiency or discrepancy. The CITY will be solely responsible for all costs of any audit it conducts. 4 If COMPANY fails to provide the above-requested information, it shall have 30 days to do so after written notice from the CITY. If it still fails to provide the above requested information, it shall be subject to the enforcement and termination provisions of this Agreement. All of the above provisions relating to the audit are known as the audit standards( the" Audit Standards"). 1. 6. 5 Public Information Requests for Information in Annual Certification of Employment. COMPANY acknowledges that the City of Waco is subject to the provisions of the Texas Public Information Act as set forth in Chapter 552 of the Texas Government Code. Notwithstanding Section 1. 6.4, if, a public information request is made to CITY for information contained in an Annual Certification of Employment provided by COMPANY in accordance with the Public Information Act, CITY will notify COMPANY at least 5 business days after the City receives such public information request so that COMPANY can send any arguments to the Texas Attorney General concerning why the information is confidential and should not be released and so that COMPANY can assert any other rights it may have under law to keep such information from being disclosed including seeking a protective order. CITY will send a request to the Texas Attorney General for a decision as to whether or not such information may be withheld from disclosure and will release such information if required to do so by Texas or federal law, as interpreted by the Texas Attorney General. The CITY shall notify COMPANY within five days of the decision by the Attorney General' s Office. Also, notwithstanding Section 1. 6.4, if CITY is required to make disclosure of information contained in an Annual Certification of Employment provided by COMPANY pursuant to a court order, subpoena or summons, CITY shall notify COMPANY to allow COMPANY to assert whatever exclusions or exemptions may be available to COMPANY under applicable law. The COMPANY acknowledges that CITY must comply with such court order, subpoena or summons unless otherwise determined by the applicable court. The provisions of this Section shall survive the termination of this Agreement. 1. 7 PAYMENT OF TAXES AND ASSESSMENTS - COMPANY shall pay all taxes and assessments ( unless otherwise exempted or abated) it owes to CITY prior to such taxes and/ or assessments becoming delinquent, provided that COMPANY shall have the right to dispute in good faith the validity or application of any such tax or assessment and shall not be considered in default hereunder so long as such contest is diligently pursued to completion. In the event COMPANY does dispute any such tax or assessment, it shall nevertheless promptly pay to the McLennan County tax office prior to the taxes becoming delinquent, all taxes and assessments which it is not so disputing. If COMPANY undertakes any such dispute, it shall so notify CITY in writing and keep CITY appraised of the status of such dispute. All appraisal disputes are subject to the provisions of Section 3. 4 of this Agreement. Should COMPANY be unsuccessful in any dispute, COMPANY shall promptly pay the taxes and any resulting penalties and/ or interest. 1. 8 INDEMNIFICATION - COMPANY AGREES TO ASSUME FULL RESPONSIBILITY AND LIABILITY FOR THE INSTALLATION OF SAID PROPERTY, AND SUCH USE UNDER THIS AGREEMENT, AND HEREBY AGREES TO INDEMNIFY, PROTECT AND HOLD HARMLESS THE CITY, ITS EMPLOYEES, AGENTS, AND SERVANTS, OF AND FROM ALL THIRD-PARTY CLAIMS, DEMANDS, AND CAUSES OF ACTIONS OF EVERY KIND AND CHARACTER, 5 INCLUDING THE COST OF DEFENSE THEREOF, FOR ANY INJURY TO, INCLUDING DEATH OF, PERSONS AND ANY LOSSES FOR DAMAGES TO PROPERTY TO THE EXTENT CAUSED BY OR ALLEGED TO BE CAUSED, ARISING OUT OF, OR ALLEGED TO ARISE OUT OF, COMPANY' S NEGLIGENCE IN SAID CONSTRUCTION, INSTALLATION OR USE HEREUNDER. 1. 9 INSURANCE- During the period of time when COMPANY is utilizing said Premises and Property, and at all times thereafter during the term of this Agreement, COMPANY shall cause the Premises and Property insured against loss or damage by fire or any other casualty. The COMPANY' s memorandum of insurance can be found at https:// ir.aboutamazon. com/ Amazons- Insurance/. In the event Premises and/ or Property is damaged by fire or any other casualty, if COMPANY or its contractors pursues diligent completion of such damages in order to repair, replace, remodel or renovate Premises and/ or Property, then the grant as provided for in this Agreement shall not be suspended during the time that the Premises and/ or Property is being repaired, replaced, remodeled, or renovated unless there is a cessation of operations. If there is a cessation of operations, then the grant provided in this Agreement shall be suspended during that time. When Premises and/ or Property is restored to its prior condition and the cessation of operations is over, the grant shall commence for the remaining term of the Agreement, from the time the Agreement was suspended. Should COMPANY decide not to repair, replace, remodel, or renovate at least 90% of the damaged Premises and/ or Property, then this Agreement shall terminate and the Incentive Grants provided in this Agreement shall terminate. Within ninety ( 90) days of the date such damage to Premises and/ or Property occurs, COMPANY shall submit written notice of intent to the Waco City Manager setting forth the dates COMPANY anticipates starting and completing the repair, replacement, remodeling or renovation of the damaged Premises and/ or Property. 1. 10 INSPECTION- At all reasonable times during the construction and/ or installation and use of the Premises and/or Property during the term of this Agreement but not more than once every 90 days. COMPANY shall permit CITY and its respective designees to inspect Premises and/ or Property, after providing two ( 2) days advance notice, in order to assure that all construction, workmanship, materials and installations involved in or incident to the project are performed in substantial compliance with any plans or revised plans, submitted to and approved by CITY. In addition, there will be no inspections during the fourth quarter of the year once the COMPANY' s operations have commenced. COMPANY agrees to construct and/or install and use said Premises and/ or Property in accordance with all applicable laws, ordinances, codes, rules, requirements, or regulations of the City of Waco, McLennan County, the State of Texas, and the United States, and any subdivision, agency, or authority thereof. This section and limitations on inspection in this section only apply to inspections pursuant to this Agreement and does not apply to inspections by the CITY for any other reason, including pursuant to its police powers, pursuant to City or state code requirements, and/ or CITY permit requirements. 1. 11 CITY RIGHT OF AUDIT: Subject to the Audit Standards provided in Section 1. 6.4, the CITY has the right to audit all of COMPANY' s invoices related to the installation of the Premises and/ or Property, the subject of this Agreement, which includes the right of CITY to examine and 6 obtain copies of all invoices related to the installation of the Premises and/ or Property, the subject of this Agreement. This audit shall not occur during the fourth quarter of the calendar year. II. THE CITY OF WACO COMMITMENTS 2. 1 INCENTIVE GRANTS— The CITY has the full legal right, power and authority to perform each of the commitments contemplated by the Agreement and to deliver and execute any documents contemplated thereby. In exchange for COMPANY investing no less than 200, 000, 000. 00 in Property as defined herein, and COMPANY complying with the employment requirements, and complying with all other requirements of this Agreement, including Section 1, CITY agrees to provide COMPANY with a grant based on Real Property taxes paid for the Premises and a grant based on new Personal Property installed at the Premises. Personal Property not identified in Exhibit " A" other than the Premises are not subject to a grant under this Agreement. 2. 1. 1 Real Property Incentive Grant- The Real Property Grant shall have a total term of ten ( 10) years with the base year for purposes of calculating the grant being the year 2020. The term of the Real Property grant shall begin on the Start Date and end December 31, 2033 ( or December 31, 2034 if the later Start Date was elected as set forth above), and shall be referred to hereunder as the" Real Property Grant Term." The Real Property Grant shall be an amount equal to the applicable percentage, as set forth below, of City of Waco taxes paid on the increase of the taxable value resulting from the Real Property improvements, the subject of this Agreement, over the value of the Premises in the base year 2020: 50% for Years I — 10 of the Real Property Grant Tenn. 2. 1. 2 Personal Property Incentive Grant - The Personal Property grant shall have a total term of seven ( 7) years with the base year for purposes of calculating the grant being the year 2020. The term of the Personal Property Grant shall begin on the Start Date, and end December 31, 2029 ( or December 31, 2030 if the later Start Date was elected as set forth above), and shall be referred to hereunder as the " Personal Property Grant Term". The Personal Property grant shall be an amount equal to the applicable percentage, as set forth below, of City of Waco taxes paid on the taxable value of the Personal Property improvements, the subject of this Agreement: 80% for Year 1 of the Personal Property Grant Term; 70% for Year 2 of the Personal Property Grant Term; 60% for Year 3 of the Personal Property Grant Term; 50% for Year 4 of the Personal Property Grant Term; 35% for Year 5 of the Personal Property Grant Term; 15% for Year 6 of the Personal Property Grant Term; and 15% for Year 7 of the Personal Property Grant Term. 7 2. 1. 3 The Real Property Incentive Grant and the Personal Property Incentive Grant will at times be collectively referred to as the" Incentive Grants" 2. 1. 4 Payment — COMPANY may submit a payment request in writing to CITY for payment of the previous year' s Incentive Grants amount on or after February 15, 2024 or February 15, 2025 if the later Start Date was elected as set forth above, and February 15`11 following each subsequent year of this Agreement. Each payment request must be accompanied by evidence showing the taxable value ( as determined by MCAD) of the Property eligible under this Agreement and that all City of Waco taxes on such Property have been paid by COMPANY. Payment will be made within forty- five ( 45) days of receipt of the grant payment request from COMPANY for such disbursement, subject to verification of compliance with the requirements of Section 2 of this Agreement. III. COMPLETION AND REDUCTION/RECOVERY OF GRANT FUNDS 3. 1 JOB RETENTION COMPLIANCE— As set out in Section 1. 6, COMPANY shall create Jobs on the schedule set forth above, and once the total employment requirement is reached, retain no less than one thousand( 1, 000) Jobs in the City of Waco throughout the remaining Term of the Agreement. If COMPANY does not meet the total job creation and retention commitment for each grant year under this Agreement, CITY may reduce the Incentive Grants to COMPANY for that year by an amount equal to the percentage of shortfall in COMPANY' s employment numbers; or, may cancel the grant payments to COMPANY. 3. 1. 1 Partial Compliance with Job Retention - If during any year during the Term of this Agreement, COMPANY decreases or allows its level of employment to fall below the number of Jobs required to be created and retained, as set out in Sections 1. 6 and 3. 1, CITY shall reduce the Incentive Grants payable to COMPANY for that grant year by an amount equal to the percentage of shortfall in COMPANY' S employment numbers, subject to Sections 3. 1. 2 and 3. 1. 3, below. For example, if COMPANY is eligible to receive a Real Property Incentive Grants of$ 1, 000. 00 for the year 2024, but COMPANY has reduced its employment numbers from 1, 000 jobs to 900 Jobs, being 90% of the required number of Jobs, then COMPANY will only be entitled to receive $ 900. 00 of the Incentive Grants. The CITY may consider a lesser pro rata portion, relative to the amount of time that compliance was achieved. 3. 1. 2 Temporary Failure to meet Job Retention —If during any year during the Term of this Agreement, the number of COMPANY' s Jobs falls below the number of Jobs required to be retained, as set out in Sections 1. 6 and 3. 1, but remains at least ninety percent 90%) of the required number of Jobs due to normal attrition, that event will not be used as a basis for terminating this Agreement s unless COMPANY does not reasonably attempt to fill the vacant positions through its normal hiring processes and fill such positions within 90 days of vacancy. COMPANY will provide documentation required by CITY to verify COMPANY' s reasonable attempt to fill those vacant positions. 3. 1. 3 Noncompliance with Job Retention — If COMPANY provides an Annual Certification of 8 Employment that demonstrates that its level of employment during any year of the term of this Agreement has fallen below seventy- five percent( 75%) of the total job retention commitment for such year, as set out in Sections 1. 6 and 3. 1, or the CITY learns from its audit that such is the case, then CITY may: ( i) require COMPANY to repay all of the Incentive Grants paid to COMPANY under this Agreement, capped at an amount equal to all Incentive Grant funds paid by CITY to COMPANY for the four ( 4) years prior to the year in which the repayment is due; ( ii) terminate the Agreement; and/ or ( iii) cancel all future grant payments. COMPANY shall make the repayment of Incentive Grants to CITY upon sixty( 60) days written demand by CITY. 3. 2 NONCOMPLIANCE WITH TOTAL VALUE OF REAL PROPERTY IMPROVEMENTS — If by the Start Date, the COMPANY has not invested at least 100, 000, 000. 00 in Real Property improvements as set forth in this Agreement as valued by MCAD or as proved through documentation provided by COMPANY, CITY shall reduce the future Real Property Grant by an amount equal to the percentage of the shortfall in COMPANY' s investment in Real Property improvements, subject to Section 3. 2. 1. For example, if by the Start Date, COMPANY has invested a total of $95, 000, 000. 00 ( 95% of the required investment amount), in Real Property improvements, then the maximum amount of the Real Property Grant described in Section 2. 1. 1 will be reduced by five percent( 5%)( five percentage points- from 50% to 45%) throughout the Real Property Grant Term. This decrease will generally be applied before the Grant is paid, but if learned of after payment, repayment of grant funds shall be made by COMPANY upon sixty( 60) days written demand by CITY after the Cure Period. For the purposes of calculating the appropriate remedies for noncompliance, the remedy for noncompliance with the total job retention commitment shall be applied before the remedy for noncompliance with the total value of required Real Property improvements, and such are cumulative. 3. 2. 1 Noncompliance by Fifteen Percent ( 15%) or More With Total Value of Real Property Improvements - In the event that COMPANY does not complete at least 85, 000,000. 00, ( eighty- five percent ( 85%) of $ 100, 000, 000. 00) in Real Property improvements at the Premises by the Start Date, COMPANY will not be entitled to any Incentive Grants for the year of non- compliance and this Agreement may be terminated upon the CITY giving written notice to COMPANY. In that event, COMPANY will be required to repay CITY any Incentive Grant funds received by COMPANY, if any, and all future Incentive Grant payments may be cancelled by CITY. For the purposes of calculating the appropriate remedies for noncompliance, the remedy for noncompliance with the total job retention commitment shall be applied before the remedy for noncompliance with this Section. 3. 3 NONCOMPLIANCE WITH TOTAL VALUE OF PERSONAL PROPERTY IMPROVEMENTS — If during any year during the Term of this Agreement, the amount of COMPANY' s Personal Property investment, less depreciation as determined by MCAD, is less than $ 100,000,000.00, CITY shall reduce the Incentive Grants by an amount equal to the percentage that COMPANY' s investment in Personal Property improvements falls short of 100, 000, 000. 00, subject to Section 3. 3. 1. For example, if by the Start Date, COMPANY has invested a total of$95, 000, 000. 00 ( 95% of the required investment amount) in Personal Property improvements, then COMPANY' s Incentive Grants going forward will be reduced by five percent 5%) until corrected. 9 3. 3. 1 Noncompliance by Fifteen Percent ( 15%) or More With Total Value of Personal Property Improvements- In the event that COMPANY does not complete and install at least $ 85, 000, 000. 00, being eighty- five percent ( 85%) of$ 100,000,000.00, in Personal Property improvements at the Premises by the Start Date, COMPANY will not be entitled to any Incentive Grants for the year of non- compliance pursuant to this Agreement and this Agreement may be terminated upon the giving of written notice to COMPANY by CITY. In that event, COMPANY will be required to repay CITY any Incentive Grants received by COMPANY for the year of non- compliance, if any, and all future Incentive Grant payments may be cancelled by CITY. For the purposes of calculating the appropriate remedies for noncompliance, the remedy for noncompliance with the total job retention commitment shall be applied before the remedy for noncompliance with this Section. 3. 4 Appraisal Disputes. COMPANY shall have the right to dispute any assessment of the value of the Premises and Personal Property by MCAD. If during the term of this Agreement, a COMPANY-initiated assessment dispute to lower the appraised value of the Premises or Personal Property below$ 100, 000, 000 results in the reduction of the appraised value of the Premises below 100,000,000. 00, and/ or the value of the Personal Property, minus depreciation of the personal property value using MCAD' s depreciation schedule( the depreciation schedule may be found at http:// www. mclennancad. org/ data/ uploaded/ ARB/ 2020% 20DEPR% 20SCHEDULE. pdf and is subject to yearly review and change by MCAD), below $ 100, 000, 000. 00, the COMPANY shall be required to repay the CITY the Incentive Grants for the year that the COMPANY received the notice of appraised value from MCAD that it is disputing and will not be entitled to any further Incentive Grants. Repayment of Incentive Grants shall be made by COMPANY upon sixty ( 60) days written demand by CITY. This provision is not subject to the Force Majeure clause or Cure Period. As provided by this Agreement, grant funds will not be disbursed until all appraisal disputes have been finalized and the taxes have been paid. COMPANY agrees to a straight line depreciation of the Personal Property. 3. 5 ENFORCEMENT PROVISIONS — In the event COMPANY ( a) does not diligently pursue the installation of the Personal Property; ( b) does not maintain the Premises and Personal Property in good condition, reasonable wear and tear excepted; ( c) fails to repair, replace, remodel or renovate any material damage or destruction of the Premises or Personal Property as provided for in this Agreement; ( d) fails to use the Premises or Personal Property for the purposes that are contemplated by this Agreement and/ or allows the Premises to become vacant;( e) fails to maintain the number of Jobs as set forth herein; ( f) makes a false or incorrect statement or representation in any certificate, report or other instrument furnished in connection with this Agreement in any material respect that proves to have been false or incorrect when made; or, ( g) fails to pay all taxes in the manner required by this Agreement, then CITY shall give COMPANY written notice of such deficiencies or failures. If COMPANY has not complied with or made satisfactory efforts to comply within the Cure Period, CITY may renegotiate, suspend or terminate this Agreement and/ or require COMPANY to repay the CITY the Incentive Grants pursuant to the Agreement. In event of termination by the CITY, the COMPANY shall not be entitled to a grant as provided herein from and after the effective date of termination. 3. 6 ADDITIONAL ENFORCEMENT PROVISIONS - If COMPANY fails to certify its Completion, then the provisions of Section 1. 4 apply. If the COMPANY fails to comply with all 10 of the terms of this Agreement CITY may cancel and/ or modify this Agreement following the Cure Period. 3. 7 NON- APPROPRIATION OF FUNDS— The Texas Constitution prohibits a municipality from entering into an obligation which is not payable from current revenues without first levying a tax and creating a sinking fund to pay the obligation. CITY does not intend to levy a separate tax or create a sinking fund. Therefore, to preserve the validity of this Agreement, CITY may cancel this Agreement due to non-appropriation in its budget by the CITY for its obligations hereunder without penalty for liability for such cancellation, provided that the CITY shall give COMPANY written notice of its intention to non- appropriate for the succeeding fiscal year of CITY due to a lack of sufficient funds at least 60 days before the end of the then current fiscal year of CITY( which ends on September 30th of each year). The foregoing being said, CITY presently intends to appropriate the amounts that lawfully come due under the Agreement in each year of this Agreement from available revenues of CITY, and will use its best efforts to do so. Upon COMPANY' s receipt of the above notice regarding the non- appropriation of funds by the City, this Agreement shall automatically terminate and the parties shall be released from any further rights, duties, obligations or liability under this Agreement. IV. KNOWING EMPLOYMENT OF UNDOCUMENTED WORKERS COMPANY acknowledges that effective September 1, 2007, CITY is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 ( 80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. COMPANY hereby certifies that COMPANY, and any branches, division, or departments of COMPANY, does not and will not knowingly employ an undocumented worker as an employee at the Premises, as that term is defined by Section 2264.001( 4) ofthe Texas Government Code. In the event that COMPANY, or any branch division, or department of COMPANY, is convicted of a violation under§ U.S.C. Section 1324a(n (relating tofederal criminalpenalties and injunctions for a pattern or practice ofemploying unauthorized aliens) and such violation occurs during the Term of this Agreement at the Premises: If such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction ( subject to any appellate rights that may lawfully be available to and exercised by COMPANY and COMPANY shall repay, within one hundred twenty ( 120) calendar days following receipt of written demand from CITY, the aggregate amount of the grant funds received by COMPANY hereunder, if any, plus simple interest at a rate offive percent ( 5%) per annum based on the amount of grant funds received in each previous year as of December 31 of the tax year for which the grant funds were received: or If such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by COMPANY, COMPANY shall repay, within one hundred twenty( 120) calendar days following receipt ofwritten demand from CITY, the aggregate amount of grant funds received by COMPANY hereunder, if any, plus simple interest at a rate offive percent( 5%) per annum based on the amount ofgrantfunds received in each previous year as ofDecember 31 ofthe tax yearfor which the grantfunds were received 11 For the purpose of this Section," simple interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of grant funds. This rate of interest can be applied each year, but will only apply to the aggregate amount ofgrant funds and is not applied to interest calculated. For example, if the aggregate amount of grant funds is$ 10,000. 00 and it is required to be paid back with five percent( 5%) interest five years later, the total amount would be$ 10, 000. 00 5 x ($ 10, 000.00 x 0.05], which is $ 12, 500.00. This Section does not apply to convictions of any subsidiary or affiliate entity of COMPANY, by any franchises of COMPANY, or by a person or entity with whom COMPANY contracts. Notwithstanding anything to the contrary herein, this Section shall survive the expiration or termination of this Agreement. V. MISCELLANEOUS 5. 1 TERM. The term of this Agreement shall be effective from Effective Date until June 30, 2034 ( or June 30, 2035 if the later Start Date was elected as set forth above)( the" Term"). 5. 2 FORCE MAJEURE - Any delay in the performance of any of the duties or obligations of either party hereunder( the" Delayed Party") shall not be considered a breach ofthis Agreement and the time required for performance shall be extended for a period equal to the period of such delay, provided that such delay has been caused by or is the result of any acts of God; acts of the public enemy; insurrections; riots; embargoes; fires; explosions; floods; earthquakes; other natural disasters; changes in laws governing international trade; or other unforeseeable causes beyond the control and without the fault or negligence of the Delayed Party, but , except for Section 5. 2. 1, under no circumstances will the current COVID- 19 pandemic constitute a" Force Majeure." The Delayed Party shall provide written notice of the Force Majeure Event within fifteen( 15) business days of its discovery. The written notice shall include a description of the event of Force Majeure and to the extent then known by the Delayed Party, the nature and estimated duration of the suspension period, and the extent to which Delayed Party will be unable to fulfill its obligations under this Agreement. The Delayed Party shall use reasonable diligence to minimize damages and resume performance. If an event of Force Majeure is anticipated to continue for longer than 90 days, the Delayed Party shall, within such 90- day period, provide notice thereof to other party along with its plan for minimizing such delay. If a Force Majeure continues for longer than 270 days, either party may terminate this Agreement upon written notice of termination to the other party and without providing a Cure Period to the other party. 5. 2. 1 COVED- 19 PANDEMIC. The parties acknowledge that as of the date of this Agreement, the world is experiencing a pandemic of the Coronavirus (" COVID- 19 Pandemic"). Notwithstanding anything to the contrary contained in this Agreement, if either party is prevented or delayed from performing any act or discharging any obligation under this Agreement due to proclamations, orders, regulations, restrictions and mandated closures of the federal, State, or local government arising out of the COVID- 19 Pandemic including, but not limited to, governmental emergency orders, governmental health orders, governmental executive orders, or governmental emergency directives), then performance of the act shall be excused for the period of the delay, and the period for performance of the act shall be extended for a period equivalent to the period of delay. The Delayed Party shall provide written notice of the delay within fifteen( 15) business days of its discovery. If the delay caused by the COVID- 19 Pandemic continues for longer than 180 days, either 12 party may terminate this Agreement upon written notice of termination to the other party and without providing a Cure Period to the other party. 5. 3 CURE PERIOD FOR NONCOMPLIANCE - Before any failure ofany Party to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, such that another Party' s remedies are available, the Party claiming such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand performance. No breach ofthis Agreement may be found to have occurred if such breach has been cured within ninety ( 90) days following the receipt of such notice( the " Cure Period"). 5. 3. 1 During any Cure Period, COMPANY shall not be entitled to receive any Incentive Grants. 5. 3. 2 If COMPANY fails to perform its obligations within the Cure Period and repayment of Incentive Funds is required, then COMPANY shall make repayment to the City within 30 days of the end of the Cure Period without further notice from the City. 5. 4 REMEDIES- CITY shall have all remedies provided by law or in equity to recover the grant funds, and shall be entitled to recover all reasonable and necessary attorneys' fees and costs incurred in connection therewith. Notwithstanding this, the City has no right to seek consequential, incidental or punitive damages as a result of the Company violating this Agreement. 5. 5 VENUE- Texas law shall govern interpretation of this Agreement and all disputes hereunder. This Agreement is to be performed in McLennan County, Texas, and venue of any dispute between the parties shall be fixed in a court of competent jurisdiction in McLennan County, Texas. 5. 6 SIGNATURE AUTHORITY - The persons executing this Agreement are authorized to sign this Agreement on behalf of the party for which they sign and have the express power to bind the parties for which they sign. 5. 7 NOTICE - Notices or correspondence under this Agreement to either party from the other may be personally delivered or sent by First Class Mail, or other reliable courier. Notice to the CITY shall be sent to: City of Waco Attn: Bradley Ford City Manager P. O. Box 2570 Waco, Texas 76702- 2570 Notice to COMPANY shall be sent to: Amazon.com Services LLC do Amazon. com, Inc. Attention: Economic Development Compliance 2121 7th Ave. 13 Seattle, Washington 98121 With copy to: Amazon. com, Inc. Attention: General Counsel ( Real Estate) P. O. Box 81226 Seattle, Washington 98108- 1226 5. 8 WAIVER- No waiver by either party of any provision of this Agreement shall be effective unless in writing and such waiver shall not be construed as or implied to be a subsequent waiver of that provision or any other provision. 5. 9 ASSIGNMENT — COMPANY may not assign this Agreement without the prior written approval of CITY, which approval shall not unreasonably be withheld. 5. 10 AGREEMENT AND BINDING AUTHORITY - This Agreement supersedes and constitutes a merger of all prior oral and/ or written agreements and understandings of the parties on the subject matter of this Agreement and is binding on the parties and their legal representatives, receivers, executors, successors, agents and assigns. 5. 11 AMENDMENTS- This agreement can be supplemented and/ or amended only by a dated written document executed by both parties. 5. 12 ARTICLE AND SECTION HEADINGS - The Article and Section headings contained herein are for convenience and reference and are not intended to define or limit the scope of any provision of this agreement. 5. 13 NO THIRD PARTY RIGHTS- The provisions and conditions of this Agreement are solely for the benefit of the CITY and COMPANY, and any lawful assign or successor of COMPANY, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 5. 14 PARTIAL INVALIDITY - If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 5. 15 SEVERABILITY - If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby, and all other parts of this Agreement shall nevertheless be in full force and effect. 5. 16 COUNTERPARTS; FACSIMILE SIGNATURES - This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission including email transmission of a PDF image) shall be deemed to be an original signature hereto. 14 5. 17 TERMINATION - The COMPANY has the right to terminate the Agreement at any time and shall receive no further Incentive Grants upon termination and should not be required to repay any Incentive Grants received thus far. execution block on next page) Signature Page to Follow] 15 EXECUTED this 25 day of ( v1( a.2t64- , 2021. AMAZON. COM SERVICES LLC By: Ho ly S livan, Authorized Signatory ATTEST: per" 1? . 1 L_ _ LI- THE CITY OF WACO, ERAS By: Bradley Ford City Manager, City of Waco ATTEST: oF..."W "\" Esmeralda Hudson t City Secretary, City of Waco sxa5 APPROVED AS TO F RM& LEGALITY: By: Jennifer Richi City Attorney, ity of Waco 16 EXHIBIT A The" Real Property" described in the Agreement includes the real property improvements depicted in the site plan below: rill -. ___._ i,. i li cli irll I 9: 1 T-,—' \ I i 5!.ill a ; t t a 4 f 1' yl--- e 1 , HI i 1 • 9 v9 7. r: e 5 S J. 1 3 I 11-. is a T C Y Y' ip I1 s y J ..( f' ' t' f-' I rL lx1 - 1 ' c l t l.-t I' f}: I q iii hiF. r a ' ' I, I: mEll-- o;-- i II II III I II 1l iiir{ I: L. I lllr , l. fiIN \ 9 ' I sl v i s y mx toa to s - I Nh 19rs '\`- it1L; T li ij; , Ir`r i t ti : 1 1 h-ii—. iT f lx r o o i I l } p. i- i prE I - ri) 1 r C o»`—b s—« Ie< [ 13- 171- t, 1 re.in I I s I - I i II I ' i I I I IJ 1,,' ad..,. pyrLj • 1 e; g 1 I I , a \ 0-- 1. t r I I fi , 1 I, = Rt— to 1 1 A 1. !— R rtn i . 1 Ii I 77i i ] 2: . 1 c] 11 N.•; o it 1 jai, I .. l I — I. 11 a•'1 • \ i 1 I I- e dr; 1 FT1j I ; 11 i- 1` I . Ii iiij e if. II 1, _ v.: I l t `\-` C' 1 j -/• 1 l 7 if E l _ t_..— .__ 1 h .!, JAI 9 jF 1ii I t 1 may. ^ poi i' M 4Ft : I " •' i 111 "• , i i 1.-,,,,:-----;- ---: 17' 3 milli I+ 1•; aal HALF_F_ ® PROJECT DIANA c B' B i r J -__ - _ BUILDING 1 2 , S g I --- 11 i, a 11--- Exhibit A- I The" Personal Property" described in the Agreement includes the equipment and other personal property described below: Estimated Capital Investment Capital Expense Item Approximate Expense Material Handling Equipment 44, 000, 000 Tech Equipment ( including drive units, 50, 300, 000 chargers, workstations, safety/ control systems, etc.) Storagze( Racks or PODs) 1, 300,000 Processing/ PIT/ Safety/ LP 4, 400,000 Total: Machinery& Equipment( PP) 100, 000, 000 Exhibit A- 2 EXHIBIT B CERTIFICATE OF COMPLETION FOR AGREEMENT FOR CHAPTER 380 GRANT BETWEEN COMPANY NAME AND THE CITY OF WACO, TEXAS THE STATE OF TEXAS COUNTY OF MCLENNAN COMPANY NAME (" OWNER") ACTING BY AND THROUGH ITS AUTHORIZED REPRESENTATIVE, HEREBY CERTIFIES THAT IT HAS INVESTED AT LEAST XX, 000, 000. 00 IN REAL PROPERTY IMPROVEMENTS AND $ XX, 000, 000. 00 IN NEW TAXABLE BUSINESS PERSONAL PROPERTY IMPROVEMENTS ( COLLECTIVELY IMPROVEMENTS") AS CALLED FOR IN THAT CERTAIN" AGREEMENT FOR CHAPTER 380 GRANT BETWEEN COMPANY NAME AND THE CITY OF WACO, TEXAS" AGREEMENT"), BETWEEN OWNER AND THE CITY OF WACO ( APPROVED BY THE CITY COUNCIL THROUGH RESOLUTION NO. 2021- ON DATE.) APPROPRIATE DOCUMENTATION THAT OUTLINES THE TOTAL COSTS EXPENDED BY AND ON BEHALF OF COMPANY FOR THE REAL PROPERTY IMPROVEMENTS TOGETHER WITH SUPPORTING INVOICES AND OTHER DOCUMENTS NECESSARY TO DEMONSTRATE THAT SUCH AMOUNTS WERE ACTUALLY PAID BY OWNER, IS ATTACHED. APPROPRIATE DOCUMENTATION VIA A FIXED ASSET LIST OF TAXABLE PROPERTY THAT OUTLINES THE TOTAL COSTS EXPENDED BY AND ON BEHALF OF COMPANY FOR THE PERSONAL PROPERTY IMPROVEMENTS TOGETHER WITH SUPPORTING INVOICES AND OTHER DOCUMENTS NECESSARY TO DEMONSTRATE THAT SUCH AMOUNTS WERE ACTUALLY PAID BY OWNER, IS ATTACHED. EACH YEAR THE AGREEMENT IS IN EFFECT, OWNER MUST VERIFY THAT IT IS IN COMPLIANCE WITH ALL THE TERMS OF THE AGREEMENT, INCLUDING THE EMPLOYMENT REQUIREMENTS. Signed this_ day of 20_ COMPANY NAME By: THE IMPROVEMENTS PRESENTED BY OWNER HAVE BEEN ACCEPTED BY THE CITY OF WACO AS COMPLETED IN COMPLIANCE WITH THE ABOVE- REFERENCED AGREEMENT. Signed this_ day of 20_ CITY OF WACO, TEXAS By: Bradley Ford City Manager Exhibit B EXHIBIT C Sample Employee Roster Certified Employee Roster ABC Company Employee Roster as of mo/ day/ year 0o 4.7 employee Employee' s Street Address Apt# or job title I name or ID# • Suite# City Zip County ire Date position Pay Type Rate 1 12345 5155 N Blvd Waco Johnson 78708 Mclennan 1/ 30/ 2010 ine supoeMsor uoiaty 15. 00 2 12348 12121 Lake Oaks Drive Waco 78710 McLennan 1/ 302010 Network Aomin salary 2.579.00 3 12358 J3844 S. CaNI Ridge to 304 ' alias 75757 Dam 2/ 22/2009 AR deck hourly 14. 00 4 5 6 7 a, 10 11, 1 13 14 W hOf 1E I 17 18 19 20 21 22 23 24 25 28 27 28 29 Notes on Street Addresses' Must include Street Direction- N, S, E, W, SE, etc( if applicable) Must include Street Type- St, Rd, Ave, Blvd, Ln, Cir, etc PO Boxes are not acceptable addresses If Address is 1- 35 in McLennan Co.- Use" Jack Kultgen Exwy" as Street name JA.' ANDY' HARWELL, County Cierk McLennan Count'. Texas FILED: APR 2 0 2021 By Myrcetez Gowan- Perkins, Deputy EXHIBIT C Recording of Action re: Health Benefit Plan Changes/ Updates; Approval of Agreements or Amendments; Changes to Benefit Options; Open Enrollment and Procedures/ Systems; Designation of System of Record; Compliance Actions and Approvals; and related matters matter Re: McLennan County Group Health Plan Approved by Order on October 20, 2020 and recorded on Page 242 of these minutes. ACCEPTED BY COMMISSIONERS COURT to _..r r- r K" THr OF zo COUNTY JUDGE DocuSign Envelope ID: EB329266- F577. 48CA- ACEE- 144418C20ED0 Optum Bank HSA Enrollment Process - Common Questions This document answers the most common questions that employers have when selecting Optum Bank ( the Bank"), Member FDIC, as the preferred custodian for their employees' health savings accounts ( HSAs). We are happy to answer any additional questions you may have and look forward to working with you to ensure that your employees' HSA enrollment process is easy and rewarding and that they can make the most of their HSAs. 1. Is the Bank a trustee or a custodian of HSA funds? The Bank is a custodian of individual employee HSAs, not a trustee or a plan administrator. As such, the Bank holds and ensures the safekeeping of HSA funds, maintains accurate records, responds to account holder instructions and other responsibilities. The Bank offers a self-directed HSA product and as such does not have any discretionary authority over the funds in an account nor does it act in a fiduciary capacity with respect to an account or any investments. In providing HSA custodial services, the Bank enters into a deposit and custodial agreement with each individual employee. The deposit and custodial agreement establishes a contractual banking relationship directly between the bank and each employee and is supervised by the state of Utah and the FDIC. The Bank complies with all federal and state laws and regulations applicable to financial institutions and HSAs, most notably: the Right to Financial Privacy Act, the USA Patriot Act, the Gramm- Leach- Bliley Act ( GLBA), and the Internal Revenue Code. The Bank' s policies and procedures, including the contracting and enrollment process, are designed to fulfill the Bank' s legal obligations to each individual account holder. 2. Are HSAs employee welfare benefit plans subject to ERISA? HSAs are not considered employee welfare benefit plans under the Employee Retirement Income Security Act of 1974 ( ERISA). However, certain actions by employers can trigger ERISA applicability. If an employer triggers ERISA, HSAs change from voluntary employee individual bank accounts to employee welfare benefit plans and the HSAs become group health plans under the Health Insurance Portability and Accountability Act of 1996 ( HIPAA) and Consolidated Omnibus Budget Reconciliation Act ( COBRA) as well. The consequences of triggering ERISA impact both the employer and the Bank and may include extensive reporting and bookkeeping, plan documents for HSAs, HIPAA application, fiduciary responsibilities, COBRA requirements and exposure to class action ERISA litigation. Department of Labor guidance explains what employers may or may not do with regard to HSAs to avoid triggering ERISA. In sum, employer involvement with HSAs must be very limited. Employers are permitted to open HSAs for their employees and deposit funds only because the employees will still have exclusive responsibility for spending and controlling funds. Employers may also limit the HSA providers it allows to market products in the workplace or select a single provider. However, employers may not: Limit the ability of eligible individuals to move their funds to another HSA Impose impermissible conditions on using HSA funds Make or influence the investment decisions for funds contributed to aq HSA Define the HSAs as an employee welfare benefit plan established or maintained by the employer Receive any payment or compensation in connection with an HSA 1 DocuSign Envelope ID: E8329266- F577. 48CA-ACEE- 144418C20ED0 Contribute to an HSA by means of a salary reduction to which the employee does not consent Limit the number of HSA providers and receive discounts on other products 3. Is the Bank a vendor/ service provider to the employer or health plan? In providing HSA custodial services, the Bank enters into a deposit and custodial agreement with each individual employee. The agreement establishes a contractual banking relationship directly between the bank and each account holder and is supervised by the state of Utah and the FDIC. As a result, the Bank is a service provider to each individual account holder. To ensure that the Bank complies with all applicable statutes and regulations, including compliance with customer privacy and data and security standards, the Bank is audited annually by the state of Utah and the FDIC. Since the HSAs offered by the Bank are not employee welfare benefit plans or components of such plans, they are not subject to ERISA or HIPAA. While an employer may act as an agent on behalf of its employees to open and contribute to an HSA, to avoid the unnecessary and costly applicability of ERISA to employers and the Bank, employer involvement must be limited and any perception or implication that the HSA is maintained or controlled by the employer must be avoided. Consequently, the Bank is unable to agree with any requirement that the Bank enter into a vendor relationship with an employer or assume any liability or obligation that could be perceived as the employer maintaining and controlling the HSA with the Bank. 4. Why does the Bank require an HSA Enrollment and Contribution Agreement? Typically, the Bank interacts with each individual account holder to obtain all of the information and documentation needed by the Bank to open an HSA in accordance with applicable banking laws and regulations. The Department of Labor has issued guidance that states that an employer may act as an employee' s agent to open an HSA and to make contributions without implicating ERISA. The primary purpose of the HSA Enrollment and Contribution Agreement is to allow the Bank to rely on the agency relationship between the employer and its employees to obtain the information and documentation needed by the Bank to open an HSA. When an employer chooses to open accounts for its employees, the Bank must rely on the employer instead of the account holder to meet the legal requirements necessary to open an account with a financial institution. To help ensure that there are no ERISA or HIPAA implications that attach to the employer opening accounts and making contributions, the Bank carefully limits the scope of its legal agreement with the employer to merely ensure the employer is authorized to act as an agent for its employees and that the requirements of the USA Patriot Act and GLBA are satisfied. 5. Is a Business Associate Agreement needed in connection with the Bank' s HSA custodial service? HIPAA imposes strict privacy and security regulations on " covered entities" ( including health providers, health plans, and health care clearinghouses) and their business associates. Covered entities and business associates are required to have business associate agreements ( BAAs) with service providers where Protected Health Information ( PHI) or Electronic PHI ( EPHI) is involved. The Bank does not need to sign a BAA because it is not a covered entity or business associate. It is not a covered entity because it is not a health provider, health plan or health care clearinghouse and it is not a business associate because it does not send or receive the type of information that would classify it as a business associate. Furthermore, the Bank is not subject to HIPAA because section 1179 of HIPAA excludes financial institutions when they are engaged in authorizing, processing, clearing, settling, billing, transferring, reconciling or collecting, a payment for, or related to, health plan premiums or health care, where such payment is made by any means including a credit, debit, or other payment card, an account check, or electronic funds transfer for itself or on behalf of a financial institution. 2 DocuSign Envelope ID: EB329266- F577- 48CA- ACEE- 144418C20ED0 6. What information or data is passed back and forth between the Bank and an employer? Employers that choose to open HSAs for employees are merely acting as agents for their employees in this process. As their agent, an employer must send employee information to the Bank on behalf of their employees which includes names and social security numbers. The Bank opens the HSAs and sends a report back to the employer as an " HSA Account Detail Report" with account open dates, and account status notes. The HSA Account Detail Report( including name, social, and account data) is considered non- public personal information ( NPPI) under GLBA. Once received, the employer can begin to make contributions to the HSAs and with each contribution file, will send contribution instructions to the Bank. 7. In the HSA Enrollment and Contribution Agreement, why does the Bank require that a non- bank employer be subject to GLBA? The Bank, as a financial institution, is subject to and compliant with the requirements of GLBA and is audited for compliance by the state of Utah and FDIC. GLBA governs how financial institutions deal with the private information of individuals and regulates the collection and disclosure of private financial information and NPPI. Under GLBA, financial institutions must, among other requirements, implement data security programs to protect the NPPI of its account holders. The Bank' s GLBA obligations are to the account holder, not the employer, since the NPPI is owned by the account holder. Employers that open HSAs for employees receive an HSA Account Detail Report from the Bank that contains account names, social security numbers, open dates, account numbers, and account status notes. Even though some of the data contained in files is originated with the employer, the employee data sent to the Bank is owned by the employee, not the employer. Furthermore, the employee data is not NPPI while it is in the possession of the employer, it is confidential information governed by the agency relationship between the employer and the employee. Once the Bank receives information for the purpose of opening an HSA, either from an employee or an employer, under GLBA that information is now owned by the Bank and the employee/ account holder. When the Bank sends a file back to the employer with account open dates, account numbers, and account status notes, that file now contains NPPI under GLBA. Since the Bank is sharing NPPI with a non- affiliated third party of the Bank, the recipient of the NPPI is required to comply with GLBA. Therefore, in order to comply with the provisions of GLBA, before the Bank shares NPPI with an employer it ensures in its HSA Enrollment and Confidentiality Agreement that each employer that receives NPPI from the Bank will comply with GLBA. 8. Does the Bank sign data security agreements with employers? The Bank, as a financial institution, is subject to and compliant with the requirements of GLBA and is audited for compliance by the state of Utah and FDIC. GLBA governs how financial institutions deal with the private information of individuals and regulates the collection and disclosure of private financial information and NPPI. Under GLBA, financial institutions must, among other requirements, implement data security programs to protect the NPPI of its account holders. The Bank' s GLBA obligations are to the account holder, not the employer, since the NPPI is owned by the account holder. The only information that employers send to the Bank is employee enrollment data and contribution instructions. That data is confidential information, but it is not NPPI. Once it is received by the Bank and used to open an account, the data becomes NPPI owned by a financial institution and the account holder, and the Bank is obligated to the account holder to protect it under GLBA. To protect that data under GLBA, an employer that receives an HSA Account Detail Report from the Bank must agree to comply with GLBA in the HSA Enrollment and Contribution Agreement. This is not a mutual obligation because the Bank' s obligations under GLBA are not to the employer; they are to the account holder. All of the Bank' s obligations to the account holder are governed by the deposit and custodial agreement. 3 DocuSign Envelope ID: EB329266- F577- 48CA-ACEE- 144418C20ED0 9. Are there advantages to opening an HSA in Utah? According to the IRS, qualified medical expenses may be paid or reimbursed from an HSA starting on the date the account is actually" established" under state trust law. Many states require that an account be opened and funded in order to be established. This means that if an HSA is opened on January 1st, but not funded until the first paycheck is received or even six months later, then the account holder may not use the account to reimburse medical expenses incurred before the account was funded. The Bank is a Utah state chartered financial institution. Utah trust law has closed the funding gap, allowing an account to be established before funding. This is administratively easier and also ensures that HSA holders get the maximum tax benefit with regard to the reimbursement of qualified medical expenses. 4 DoiuSign Envelope ID: B1757782- 72674DDPA4BO- C18B6B71 F233 DomSlgn Envelope ID: E8329288- F577- 48CAvACEE- 144418C2OEDO ACTH SAVINGS ACCOUNT FuRni I YFNT AND CONTRIBUTION AGREEMENT This Health Savings Account Enrollment and Contribution Agreement( the" Agreement) is entered into by and between McLennan County( the" Employer"), and Opium Bank, Inc., a Utah chartered FDIC Insured financial Institution,( the" Bank")( collectively, the" Parties"), and shall be effective as of January 1, 2021 ( the Effective Date"). RECITALS WHEREAS, Employer sponsors a qualified High Deductible Health Plan(" HDHP") as defined in Section 223 of the Internal Revenue Code of 1986, as amended( the" Code") and would like to open and contribute funds to Health Savings Accounts( each, an" HSA") for eligible employees; and WHEREAS, Bank is qualified to serve as a custodian of HSAs in accordance with the provisions of Section 223( dx1)( B) of the Code and willing to provide custodial services to eligible employees; NOW, THEREFORE, In consideration of their mutual promises herein contained and other valuable consideration, the Parties covenant and agree as follows: AGREEMENT 1. ad.ellagag. This Agreement is limited In scope and purpose to establishing the terms and conditions under which Bank may assist Employer with NSA enrollment and accept contributlonsfrom Employer on behalf of eligible employees. 2. Custodial Santana Provided to F.nolnvnno 2. 1 Bank provides custodial services to Account Holders pursuant to an individual custodial agreement( the Deposit and Custodial Agreement') between the individual employee and the Bank( together with other HSA notices, disclosures or information, the' HSA Documentation7. The HSA Documentation governs the rights and obligations of the Account Holder end Bank with regard to the HSA custodial services. Employer is not a party to any of the HSA Documentation. In accordance with applicable banking statutes, rules, regulations, mandates and Bank policy(' Bank Regulations'), the Bank may modify the HSA Documentation at any time as deemed necessary and appropriate by Bank. 2.2 Bank Is under no obligation under this Agreement or the HSA Documentation to ensure that( I) distributions from an HSA are for qualified medical expenses as defined in Code Section 223;( II) contributions to an HSA do not exceed the maximum annual contribution limit applicable to such Account Holder,( iii) employees are eligible to establish HSAs in accordance with the requirementsof Code Section 223. 3. ' oeirs NSA Establisbampt. 3. 1 Open and maintain HSAs in the name of Bank, as custodian, for the benefit of each eligible employee who is approved by the Bank to establish an HSA( each, an' Account Holder'). Bank has sole discretion to approve the opening of an HSA and to the termination of an HSA if necessary and nothing in this Agreement shall modify or amend the terms of any agreement between the Bank and Account Holders related to the Bank' s custodial services. 3. 2 Employer may forward payroll deduction contributions and other contributions( as applicable) to Bank in a manner and form acceptable to Bank. Unless otherwise required by Bank Regulations, all contributions will be applied In a commercially reasonable time period directly to HSAs of Account Holders pursuant to the contribution Instructions provided to the Bank. 3. 3 Designate a contact to be responsible for responding to inquiries and requests made by Employerwith respect to HSAs. 5 DocuSign Envelope ID: B1757782- 7267- 4D00-A4B0- C1886871 F233 DoarSIgn Envelope ID: EB329266- F871. 18CAa10EE• 144418C20E00 3.4 Upon Employers request, prepare and deliver standard bank reports to Employer, subject to each Account Holders right to opt out of sharing information. Such reports may be delivered electronically to the extent permitted by law. 4. Ohlinatinna far li ... movers 4. 1 Employer will advise eligible employees that they may open an HSA with Bank. 4.2 Employer represents and warrants that, to the best of its knowledge,( i) the HDHP sponsored and maintained by Employer pursuant to which medical coverage is provided to its employees electingto open an NSA with Bank will be. at all times relevant to this Agreement, an HDHP in accordance with Section 223 of the Code; and( II) no Account Holder for which HSA deposits are being made is entitled to benefits under Medicare. 4.3 Employer acknowledges and agrees that the HSAs owned by its employees and held by Bank shall not be employee benefit plans and the assets held in the HSAs shall not be plan assets subject to the provisions of the Employee Retirement Income Security Act of 1974, or any rules or regulations Issued thereunder( collectively,' ERISA, or the Health Insurance Portability end Accountability Act of 1998( HIPAA). Employer agrees that it will advise Bank as soon as practicable in the event that it becomes aware of any facts or has reason to believe that the HSAs may be subject to ERISA. 4.4 Employer agrees to transfer payroll deduction HSA contributions to Bank as soon as administratively feasible and in a manner acceptable to Bank. Employer shall simultaneously transmit data to Bank that indicates how contributions should be allocated to HSAs and will cooperate fully with the Bank in connection with any required reconciliations. Bank shall have no liability for any file or funds not received by Bank or for any error In crediting contributions to HSAs in reliance on data provided by Employer. 4.5 Employer acknowledges and agrees that contributions of Employer to an HSA are non- forfeitable and subject to the rules restricting recoupment by employers described In IRS Notice 2008- 59, OM 23-25 or any future guidance Issued by the IRS on the nonfoffetability of Employer contributions. 4.8 Employer agrees to transmit to Bank, as soon as administratively feasible and In a manner acceptable to Bank, notification of an Account Holders termination of employment, notification of an Account Holder's cessation of participation in Employer's HDHP and any other information requested by Bank from time to time to comply with the Code and the regulations thereunder. 5. addjilagg= agagga for Fmninvmrs Omminn HSAs nn Rehalf of Fonoiovnna In addition to the obligations set forth In Section 4 of this Agreement if Employer assists employees in opening and administering HSAs, the following additional provisions apply. 5.1 Employer represents and warrants that it will:( I) verify the identity of each eligible employee In accordance with applicable federal and state laws, including the 1- 9 employment eligibility verification process;( ii) design its benefits enrollment systems to prevent fraud in the enrollment process;( iti) secure an agency designation during enrollment( either written or electronic) from each eligible employee authorizing Employer(' Authorized Agent') to open and administerhnaintain an HSA with Bank, to request an HSA Debit MasterCard® and to atherwIse maintain the HSA;( Iv) maintain copies of agency designations. authorizations, enrollments and other information and documents related hereto for a period of seven( 7) years;( v) provide each eligible employee with the Patriot Act Notice set forth in Section 5. 2. 1 below during enrollment;( vi) ensure that all information sent to Bank Is true and complete and only transmit enrollment files and contributions for eligible employees that have designated Employer as their Authorized Agent;( vii) provide eligible employees with the hardware and software requirements for access to and retention of electronic records and confirm that each employee has represented to Employer that they have ability to access such electronic records In accordance with applicable law or Bank Regulation, and( vili) inform each eligible employee that if he/ she desires to have HSA statements mailed to his/ her home, that the eligible employee must notify the Bank directly. 5.2 Acting in its capacity as Authorized Agent, on behalf of each eligible employee who designates Employer as his/ her Authorized Agent Employer hereby 5.2. 1 Accepts the following Patriot Act Notice: IMPORTANT INFORMATION ABOUT PROCEDURES 6 DowSign Envelope ID: B17577132- 7267d000-A4B0-C18B8B71F233 DecSign Envelope ID: EB329268' F577- 48CA- ACEE144418C20ED0 FOR OPENING A NEW ACCOUNT— To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial Institutions to obtain, verify, and record Information that Identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to Identify you. We may also ask to see your driver' s license or other identifying documents.' 52.2 Requests Bank to open an NSA for each eligible employee and issue an HSA Debit MasterCard® to each eligible employee and Instructs Bank that unless otherwise notified by Account Holder, monthly account statements will be made available electronically. Additionally, all other HSA Documentation will be delivered to each Account Holder electronically unless otherwise received In paper form. 5.2.3 Agrees to take such actions and provide any information and documentation requested bythe Bank in order to open and maintain an NSA and comply with any statute, regulation or governmental mandate as deemed necessary and appropriate by Bank. 8. To the extent, if any allowed by Texas law each party indemnifies and holds the other party harmless from claims or damages resulting from its breach of its obligations under this Agreement or violation of applicable law. 7. figmiggpigglJgg$. Employer will provide the Bank a list of all personnel authorized by Employer to receive and furnish information under this Agreement and Employer hereby authorizes Bank, without further review or verification, to honor or act upon any facsimile, electronic direction/ data transmission, mall and other order, instruction, action or transmission from Employer or authorized personnel(' Employer Communication'). Employer is responsible for the accuracy and completeness of any Employer Communication and is solely responsible for any adverse consequences that may result from errors or inaccuracies In reliance upon Employer Communications. Employer understands the risk associated with communicating time sensitive matters by facsimile, electronic means or mall and other transmission and acknowledges that, if it elects to communicate in such a manner, Bank will ad within a reasonable time after receipt. Bank will not be liablefor any loss of directions or data prior to receipt by Bank. Employer shall be responsible for an costs and expenses incurred by Bank for error correction undertaken by Bank as a result of an erroneous Employer Communication to Bank. 8. figgaigaglUx. The Bank is not receiving Employer's Confidential Information pursuant to this Agreement. Confidential Information about an Account Holder that Is provided to the Bank, by either the Account Holder, or the Employer as an Authorized Agent, is being provided pursuant to the HSA Documentation between Account Holders and the Bank. The Bank' s confidentiality obligations to the Account Holder are contained In the HSA Documentation. 9. prlvemg. To the extent Employer has or receives information about HSAs and Account Holders, Employer will Implement appropriate measures designed to ensure the security and confidentiality of Account Holder information in connection with the HSAs and Account Holders, protect against reasonably foreseeable threats or hazards to the security or Integrity of such information, protect against unauthorized access to or use of such information and ensure the proper disposal of Account Holder information. Employer understands that Bank Is not a" covered entity,'" business associate" or" plan sponsor as those terms are defined by the Health Insurance Portability and Accountability Act of 1996, and the amendments and regulations related thereto. 10. Term and Tqugipgligp. The term of this Agreement shall begin on the Effective Date and shall continue in full force and effect for a period of twelve( 12) months. This Agreement shall automatically renew thereafter for additional twelve( 12) month periods on the anniversary of the Effective Date. Subject to providing ninety 90) days prior written notice, either Party hereto may terminate this Agreement et any time. Bank may terminate this Agreement immediately if at any time Employer falls to comply with any of its material obligations, Employer is appointed a receiver, a general assignment is made for the benefit of Employer' s creditors, a bankruptcy proceeding has been commenced, or any representation made or information provided 7 DocuSign Envelope ID: 817577B2- 7267- 4DDO- A4BO- C18B6B71F233 DowSIgn Envelope ID: EB329268• F577- 48rn. srFF 144418C20EDo is false or misleading In any material respect when made or provided. Bank may, in its sole discretion, continue to provide HSA services to Account Holders if this Agreement Is terminated for any reason. 11. jamlifigimitheapx. Bank may provide to Employer material related to the Bank' s HSAs or custodial services. Any materials provided by Bank to Employer are copyrighted property of Bank and shall not be reproduced or modified by Employer without the prior written consent of Bank. Employer recognizes that Bank owns certain trademarks, service marks, logos and trade names(" Marks") that identify its products. Employer acknowledges that It has no ownership right or Interest in the Marks and that it will not use the Marks without prior written permission. 12. anemLPomflslons. 12. 1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof, and no other agreement statementor promise relating to the subject matter of this Agreement will be valid or binding. 12.2 Authorization. The undersigned hereby represents and warrants that he or she is duly authorized to sign this Agreement 12.3 fieneflclaries. No third parties shall have the benefit of or any rights under any of the provisions of this Agreement. 12.4 Amendments. The Bank may unilaterally amend this Agreement as it may determine, in its reasonable discretion, Is necessary for the Agreement to comply with applicable laws, rules and regulations Including without limitation, HIPAA) by providing written notice of such amendment to Employer( an Amendment Notice"). Such amendment shall be effective upon receipt of the Amendment Notice or such other date specified in the Amendment Notice. All other amendments shall be by mutual written agreement by an authorized officer of each of the parties. 12.5 Waiver. Failure to insist upon strict compliance with any of the terms herein( by way of waiver or breach) by either Party hereto shall not be deemed to be a continuous waiver in the event of anyfuture breath or waiver of any condition hereunder. 12.6 Assignment. This Agreement will be freely assignable by Bank to any athlete, which will mean any entity that controls, is controlled by, or is under common control with Bank. Employer may notassign this Agreement without the express written consent of the Bank, which will not be unreasonably withheld. 12.7 Severability. If any portions of this Agreement shall, for any reason, be invalid or unenforceable, such portions shall be ineffective only to the extent of such invalidity or unenforceability, and the remaining portion or portions shall nevertheless be valid, enforceable and of full force end effect. 12.8 f2equlatory Audits. Employer shall make its facilities, systems, personnel, and records related to Employees performance under this Agreement available for audit when required by applicable law or by state or federal bank regulatory authorities with jurisdiction over Bank. 12.9 Survival. The provisions of this Agreement that by their operation or effect apply after the expiration or termination of this Agreement will apply after such expiration or termination, Including but not limited to Sections 6, 10, 11 and 12. 10 12. 10 Camino Law. The Bank is chartered and located in the State of Utah and as such, the HSAs are governed by Utah laws and regulations. Accordingly, this Agreement shall be governed by laws of the state of Utah without giving effect to its conflicts of law provisions. Texas law shall apply; venue of any 12. 11 dispute shall be in a court of competentjurisdiction In McLennan County, Texas. Advice. Employer understands that Bank is not giving Employer or the Account Holder any legal, taxor financial advice concerning any of the matters relating to this Agreement Employer acknowledges that it has had the opportunity to consult with its Independent legal, tax and financial advisors and Is not relying on Bank or any of its affiliates for any such advice and is not expecting Bank to provide any 12. 12 such advice to an Account Holder. Counterparts. This Agreement may be signed electronically or in multiple counterparts, each of which 12. 13 shall be deemed an original, and all of which, when taken together, shall constitute one instrument Single Sion-On Access. Employer may request that Bank develop a process to effect single sign-on access to allow HSA Account Holder access to their HSA as well as the ability to effect transactions within their HSA once logged into Employer' s health care benefit portal(' Website') without having to Input an additional separate password or take security steps separate from that required bythe Website(" SSO'). Employee agrees to pay Bank an additional fee to implement SSO, which shall be mutually agreed to by the parties. Employer agrees that Bank shall retain the right to temhinate, revoke, suspend, disable, or otherwise cease SSO access at any time at the Bank's sole discretion, without notice. Without limiting the foregoing, the Bank may, without notice, suspend or terminate SSO 8 DocuSign Envelope ID: B1757782- 7267- 4DD0- A4BO-C1886871 F233 DoaiSlpn Envelope ID: E8329266•F577- 48CA-ACEE• 144415C205D0 access to one or more Account Holder or to Employer for purposes of and to allow the Bank to test, shield, or mitigate suspected fraud or data security risks. The SSO Is not an essential purpose of HSA. Access to SSO is dependent on technology beyond the control of Bank, including but not limited to computer systems, computer equipment and third party services with which the Bank may not have a direct contractual relationship. Bank continuously monitors the working condition of Its computer systems and servers, and third party providers and is committed to attempting to resolve any Issues that may arise. Employer understands, and has Informed its employees that Bank is not liable and is not responsible for any Interoperabiity or connectivity which may be terminated either temporarily or permanently. Furthermore, Bank has no commitments to ensuring the working condition of the SSO. The SSO is controlled from and operated by the Bank In Its offices in the United States. TheBank makes no representations that the SSO Is appropriate or available for use In any specific location. Those who access or use the SSO do so at their own risk of their own volition and are entirely responsible for all unauthorized access. Employer shall ensure that Account Holder not share any SSO password and protect and secure it for reasons other than its Intended purpose. Employer Is responsible for maintaining the security of its computer equipment and account access passwords, and will use reasonable efforts to prevent any unauthorized use of the SW. Employer is responsible for all IndMduals who access the SSO through Employer's computer systems including those who are not authorized. Employer agrees to Immediately notify Bank In writing of any and all unauthorized use that comes to Employer' s attention. If there Is unauthorized use by anyone who obtained access to the SSO directly or indirectly through Employer or Employer' s systems or servers, then Employer will take ell steps necessary to terminate the unauthorized use. Employer is and will be responsible and liable for all activity conducted through its users' accounts. Employer will cooperate and assist with any actions taken by Bank to prevent or terminate unauthorized use of the SSO. Notwithstanding any term in the Agreement and to the maximum extent permitted by applicable law, If Bank grants HSA Account Holder single sign-on access to the Bank' s systems via the Website provided or made available by Employer, Employer agrees to indemnify, defend and hold harmless the Bank, its officers, directors, employees, agents affiliates and contractors from and against ell loss, liabilities, demands, claims, actions, and expenses( Including, without limitation, any attorney fees and taxes) arising out of, or In connection with:( I) unauthorized access to or use of the SSO, the Bank's servers, systems or other computer equipment or any and all information stored therein, specifically including non-public personal information and any password and login Information whether used forthe SSO or any other computer system or account with like login and password; (ii) any party gaining unauthorized access to a Bank account and/or any unauthorized transactions occurring as a result of or attributable to the SSO;( iii) interruption or cessation of transmission to or from the SSO;( Iv) any viruses, hacks or attacks of any nature, Including but not limited to bugs, Trojan horses, maiware, or the like that may be transmitted to or through the SSO from any source whatsoever, and( v) information, errors, mistakes, or inaccuracies of content of the SSO. IN WITNESS WHEREOF, Employer and Bank have caused this Agreement to be duly executed as of the Effective Date. Optum Bank, Inc. McLennan County 2525 Lake Park Boulevard 501 Washington Ave West Valley City, UT 54120 Waco, TX 76701- 1300 no,..ab,. a try: Signabae: GdMilk. PO ltokS Signature: eweer.. se. c_ e,._ Gavin Payne Print Name: Print Name: county Judge Scott Felton president Print Title: Print Title: Mclennan County Judos Internal Control No.: 00624591. 0 9 DocuSign Envelope ID: EB329266- F577- 48CA- ACEE- 144418C20ED0 SAMPLE * Appointment of Employer as Authorized Agent to Open an HSA Employee Information First Name Middle Initial Last Name Residential Street Address( Not P. O. Box) City tate Yip Code Home Phone Number Date of Birth( mm/dd/yyyy) Social Security Number Country of Citizenship Residency Status US Citizen or Permanent/ Resident Alien or Non-Permanent/Non- Resident Alien) Appointment and Certification By signing below, I appoint McLennan County(" Employer') as my agent for the purpose of opening and administering/ maintaining an Optum Bank, Inc. (" Bank") Health Savings Account(" HSA") on my behalf and authorize Employer to send and receive information to and from the Bank on my behalf( including account number) in order to accomplish this purpose. I authorize the Bank to make any inquiries that it considers appropriate to determine if it should open and maintain my HSA, and I acknowledge that I have received the Bank' s USA PATRIOT Act Notice provided below:. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver' s license or other identifying documents. I certify that I am eligible to contribute to an HSA under Internal Revenue Code Section 223. I authorize and direct the Bank to issue a Debit MasterCard® to me. I certify that I have received the Bank' s statement of the hardware and software requirements for access to and retention of electronic records and that I have the ability to access the Bank' s website where electronic statements and other documentation are stored. I instruct the Bank, unless otherwise notified and instructed by me, to provide the Custodial and Deposit Agreement and all other HSA notices, disclosures and information related to and governing my HSA to me online at www.optumbank.com. I understand that monthly account statements and other documentation and notices will be delivered or made available electronically. If I want HSA statements mailed to my home, I must notify the Bank directly. I agree that Employer will remain my agent unless and until Employer and the Bank receive notice that the appointment of Employer as my agent has been terminated, that I am no longer employed by Employer, or that I am no longer an HSA eligible individual; or I receive a notice from the Bank that my application for an HSA has been declined. Employee Signature Date Please return this completed and signed form to your Employer Do not send to Optum Bank 11 DocuSign Envelope ID: EB329266- F577- 48CA- ACEE- 144418C20ED0 Optum Bank Hardware and Software Requirements for Access to and Retention of Electronic Health Savings Account( HSA) Records Hardware and Software Requirements In order to access documents related to your Optum Bank HSA electronically, you must have a personal computer or other access device capable of accessing the Internet using one of the following Internet web browsers: Windows 7, Vista and Windows XP Mac OS X 10. 3 or higher Internet Explorer 6. 0 or higher Firefox 2. 0 or higher Firefox 2.0 or higher Safari 2.0 or higher Opera 8. 0 or higher Camino 1. 5. 3 or higher Google Chrome Opera 8. 0 or higher You will need the appropriate hardware to support the software identified above. Viewing/ Downloading Copies of Electronic Documents In order to view, print, or retain HSA documentation, you will need Adobe Acrobat Reader® version 7. 0 or higher, and the ability to download to your computer or print Adobe Acrobat files. If you do not have Adobe Acrobat Reader, you can download it from our website. You may keep copies of your HSA documentation for future reference by saving them to your computer in the PDF format, by clicking on " File" and then " Save As" in your browser or Adobe Acrobat Reader window. Updating Your Email Address Please notify Optum Bank whenever you change your email address by logging in to the HSA web site and updating your email address. If Optum Bank receives an electronic notice that an email is undeliverable due to an incorrect or inoperative email address, Optum Bank will resend any information that is required by law to be sent to you via U. S. Postal Service. However, any information that is not required by law to be sent to you will not be resent by regular mail. JA.' ANDY' HARWELL, County Clerk McLennan Couny, Texas 12 FLED: APR 2 p 2021 By Myrcetez Gowan- Perkins, Deputy Recording of Authorization of Texas Department of State Health Services Consent Forms/ Permits for Restland Cemetery Subject to Requestor Meeting all Necessary Requirements: Cemetery Consent Form Approved by Order on November 3, 2020 and recorded on Page 247 of these minutes. ACCEPTED SY COMMISSIONERS CCODUFtT roe TSa DAY OF AWAY/Ca Ur- YO COUNTY J DO E CEMETERY CONSENT FORM I ( We) hereby give our consent for the disinterment and removal of Michele Marie Thibodeau who is buried in Row 8; Space# 33 Name ofDeceased) Plot& Block) Our records indicate that the plot owner(s) is/are Mct-e nren County, Texas QtAbStp • gdOC-- I I I3/ Zo Signature Date teltNNI 1J Cwpm JUDO( Title Restland Cemetery Name ofCernetety PLOT OWNER CONSENT FORM I ( We) hereby certify that we are the owner( s) of record Row 8; Space# 33 Plot) in Restland Cemetery either by purchase or inheritance and we hereby Michele Marie Thibodeau give our permission of the disinterment of who is buried in that plot. 1, 3730 Signature ofOwner Date 501 WraS1-11Arrt/`1 A-VT, . QM zlI-1 Address WA(.v , t 1( D7o, a54. 9SO• soyq Phone Number NEXT-OF-KIN CONSENT FORM Michele Marie Thibodeau , I hereby certify that I am the Ilac41. 1 of Relationship) Name of Deceased) There are no other living relatives that precede me in the degree of kindred; and I give my permission for the body to be disinterred and moved to Rosemound Cemetery; Waco, Texas. Nome of Cemetery IVhere Body is to be Interred) 7. . V< i 2c9 . Data Sigmtrosor HARWELL, County Clerk McLennan Count', Texas 1* f f AS rtr i,,,, v FILED. APR 2 0 2021 VS• 271. 1 72005 A , i •' " •• • By Myrcetez Gowan- Perkins, Deputy Recording of Authorization of Memorandum of Understanding with Connally Independent School District ( re: Collaborative Partnership for Learning Enrichment) Approved by Order on October 6, 2020 and recorded on Page 329 of these minutes. ACCEPTED BY COMMISSIONERS COURT "'+_ t_.,,.-- TN DAY OF K: 941 sN I i 72 CONNALLY INDEPENDENT SCHOOL DISTRICT 200 Cadet Way Waco, TX 76705 Date: September 28, 2020 Contact Name: Maj. Ricky Armstrong Company: McLennan County Sheriff' s Office/ Jail Div. Address: 3201 East Highway 6 City/Zip: Waco, TX 76705 Re: Memorandum of Understanding This letter confirms our communications and agreements concerning the collaborative partnership that the Connally Independent School District( CISD or the District) and the McLennan County Sheriff' s Office/Jail Division( MCSO) mutually agree to pursue. The purpose of the partnership is to support CISD and enhance students' college and career readiness by providing real- world, practical experience and enrichment to students through a variety of activities in which MCSO may agree to participate. Examples of such partnership opportunities include, without limitation, school visits for career day; providing employees to serve as expert lecturers; offering practicum or internship opportunities, work- based training, or job shadowing; mentoring or tutoring students; sponsorships or donations, other volunteer activities; etc.. MCSO agrees to an initial one- year commitment to develop the partnership, which may be extended as the parties mutually agree. An identified CISD liaison will work with MCSO representatives to identify and plan activities in furtherance of the partnership and provide ongoing information about CISD. CISD appreciates your commitment to support our students through this partnership. Please confirm your agreement to our partnership by signing below and indicating the areas in which MCSO may be interested in participating. Your CISD liaison will be able to provide more detailed information about your areas of interest. Best g s, J my t incipal/ Ca cr ical Education Director Cq Connally Ca cr ecb.-Frinnally ISD 254) 296- 67 AGREED:( n C> J(„___, Signature/ Title: Company Representativ Date Signed sCoTrm. &j Cam/ ity J(xxrt Email Address: rnntnrt Number alnterent/ Fvgfrttse( Plena& newel" N anM In trviMart/ Pt SntnrIPLww Aura II Mra. aAl x IAranlnterncbi Pnidlll aid x Teacher Training I Business/ Marketing/ Finance Transportation x I x Presenter( Career days) Mentor/ Tutor Students Industrial/ Manufacturing Information Technology Job Shadowing Ix Clinicals I STEM Education( K- 12) I Fine Arts lx I Work- based Training SpansocCieldlrips, events Hyman Services Review/ Evaluate CurriculumI x IOn- Site Company Visits Healthcare I Athletics I Other: Other: Other priority interviews for Other: muddied am deam nnA Ix ignAnntea r I JA.' ANDY' HARWELL, County Clerk McLennan Couny, Texas FILED: APR 2 0 2021 by Myrcetez Gowan- Perkins, Deputy Recording of Action on Finalizing Internship Memorandum of Understanding with Connally Independent School District Approved by Order on October 20, 2020 and recorded on Page 190 of these minutes. ACCEPTED BY COMMISSIONERS COURT II••T: L,(/ R• C.V TNI DAY OF Cot) JU ADDITIONAL CONDITIONS AND UNDERSTANDINGS TO. MEMORANDUM OF UNDERSTANDING On 1016/ 20, the Commissioners Court approved a AMU with Connally ISl) tre: Collaborative Partnership for Learning Enrichment). Additional conditions and understandings are necessary to finalize the MOU. Paid Internships will he available to students 18 and older Paid Internship will be 3- 5 hours per week The rate of pay will be $ 12. 00 per hour The Jail' s Participant Acknowledgement Form must be signed before beginning internship. Unpaid Internships will he Available for 17 year olds ( which may be converted to a paid internship when they turn 18) 3-( i hours per week Nu pay The Jail' s Participant Acknowledgement Form must be signed before beginning internship. Human Resources' unpaid Internship form must be signed before beginning internship. No person under 17 is eligible to participate. ga„,. Major` Ki4: ky Armstro McLennan County S ° rift's Office Date: / D 27—g° ) Connally I. S. D. By Its: Superintendent 1/C: 21 6 ? J. A. a\ IDY' HARWELL, CountyClerk Date: McLennan Count',Texas FILED: APR 2 0 2021 By Myrcetez Gowan- Perkins, Deputy ORDER APPROVING PAYMENT OF FINANCIAL OBLIGATIONS AND AUTHORIZING THE COUNTY TREASURER TO PAY COUNTY CHECK APRIL 19, 2021 On this the 20 day of April, 2021, came on for consideration the matter of approving payment of Financial Obligations and authorizing the County Treasurer to pay County Checks for April 19, 2021. Commissioner Smith made a motion to approve and it was seconded by Commissioner Perry. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said Financial Obligations and Authorization of the County Treasurer be, and the same is hereby, approved by unanimous vote. Order of the Commissioners' Court of McLennan County In accordance with Local Government Code Section 113. 041( a), the Commissioners Court of McLennan County hereby directs the County Treasurer to release the checks to liquidate the obligations of McLennan County, Texas represented by the claims supporting the following checks, drawn on the McLennan County Treasury. Date Checks will be Number of Total Amount of Printed Invoices Invoices 04- 19- 21 926 1, 549, 324. 84 E041921 327 104,050. 50 GRAND TOTAL 1253 1, 653, 375. 34 Approved and ordered by the McLennan County Commissioners Court t'" on this the 2,i' daffy A f' 1t — 2021 off County Judge WA.' AN DY' HARWELL, Comp/perk McLennan County, Texas FILED: APR 2 0 2021 By Myrcetez Gowan- Perkins, Deputy ORDER APPROVING AUTHORIZATION OF MARCH BILLING/ REPORTS( RE: ON-SITE SEWAGE FACILITY( O.S. S. FI PROGRAM WACO- MCLENNAN COUNTY PUBLIC HEALTH DISTRICT On this the 20 day ofApril, 2021 came on consideration of Waco- McLennan County Public Health District: Authorization ofMarch Billing/ Reports( re: On-Site Sewage Facility( O. S. S. F) Program. Commissioner Smith made a motion to approve and it was seconded by Commissioner Perry. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. 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K d 3 g N a i = N m Zs rU G 0d fr N c ti O w 2 c a d 8 0 73 Q 2T T co Q — J A 7 V_ ORDER ACCEPTING: RECORDING OF MCLENNAN COUNTY INVESTMENT REPORT, MARCH 2021: COUNTY TREASURER On this the 20 day of April, 2021, came on for consideration the matter County Treasurer: Recording of McLennan County Investment Report, March 2021. Commissioner Smith made a motion to approve and it was seconded by Commissioner Perry. A vote being called for, voting in favor of said motion was Judge Felton, Commissioner Smith, Commissioner Miller, Commissioner Jones and Commissioner Perry. It is ordered by the Court that said Recording be, and the same is hereby, accepted by unanimous vote. rl ' 1 4 M 1 H . es O N N C . 0 0 O O O N C N N N N N H a E M WI T I Z e d a v o e `° n Ot n M O b O N O, U1 O m n O CP P Y 04 p n CD• J O 8 b• O1 N N b U 1 M T N O O 1- i d m W N V\ ti el NI N n en N C W0 m ry N al v b ri ry N V\ NN N in N N di el IN p VI el NI e V mW Cl P Q O O N b b O OS d N N SN C O Sri ti 4 Ui LA. 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