ARLINGTON INDEPENDENT SCHOOL DISTRICT

Transcripción

REGULAR MEETING OF THE BOARD OF TRUSTEES
Thursday, June 26, 2014
7:00 p.m.
NOTICE
of Regular Meeting of the Board of Trustees at the Administration Building,
Board Room, 1203 West Pioneer Parkway, Arlington, Texas
CALL TO ORDER:
Board Work Session: 5:30 p.m., Conference Room “B”
During this open meeting work session, Board Members may discuss and ask AISD staff questions
concerning any of the subjects listed in the Notice/Agenda under the headings of Program and/or
Presentation, Appointments, Public Hearing, Action Items, Consent Items and Discussion Items.
CLOSED MEETING:
6:00 p.m., Board Conference Room
Adjournment to closed meeting pursuant to Sections 551.071 (consultation with attorney to seek
and receive legal advice), 551.072 (discuss the purchase, exchange, lease or value of real
property), and 551.074 (consider the appointment, employment, evaluation, reassignment, duties,
discipline or dismissal of a public officer or employee, or to hear complaints or charges against a
public officer or employee) of the Texas Government Code for the following purposes:
1.
Cause No. 2013-004100-1; Arlington Independent School District vs. Preakness Place, LLC,
in the County Court at Law No. 1, Tarrant County, Texas.
2.
Cause No. 348-272471-14; Arlington ISD v. FieldTurf USA, Inc., and FieldTurf Tarkett USA
Holdings, Inc.
RECONVENE INTO OPEN SESSION:
7:00 p.m.
Board Room
OPENING CEREMONY:
PROGRAM AND/OR
PRESENTATION:
This time has been designated for the purpose of allowing
programs and/or presentations relating to matters such as curricular,
extracurricular, co-curricular and PTA type activities
A.
Community Engaged for Excellence Award of Appreciation
B.
Greater Arlington Lions Club
C.
Recognition of Financial Futures Committee Members
APPOINTMENTS:
A.
Consider Administrative Appointments: (pg 7)
Principal for West Elementary, Assistant Principal for Nichols Junior High and Assistant
Principal for Hale Elementary
PUBLIC HEARING:
A.
B.
2014-2015 Budget and Proposed Tax Rate
Community and Student Engagement Self Evaluation Report
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Agenda – Regular Meeting
June 26, 2014
Page 2 of 6
OPEN FORUM FOR
AGENDA ITEMS:
Persons attending the meeting may request an Open Forum Sign-Up Card.
The card must be completed in its entirety and submitted to the Board
President prior to the meeting being convened. This first Open Forum is
limited to agenda items other than personnel. Any personnel concern
should be brought directly to the Superintendent or Board President prior to
the meeting. Speakers will be limited to five (5) minutes. When more than
one individual wishes to address the same agenda item, the President may
ask the group to appoint one spokesperson
ACTION:
A.
Consider all matters incident and related to the issuance and sale of the Arlington
Independent School District Unlimited Tax School Building Bonds, Series 2014A (pg 8)
B.
Consider Adoption of the 2014-2015 Fiscal Year Budget (pg 40)
C.
Consider Cause No. 348-272471-14; Arlington ISD v. FieldTurf USA, Inc., and FieldTurf
Tarkett USA Holdings, Inc.
ITEMS TO BE WITHDRAWN FROM THE CONSENT AGENDA:
CONSENT ITEMS:
Materials relating to the items to be acted upon in the Consent Agenda
are provided to the Board Members for study and review prior to the
meeting. The items contained in the bid portion of the Agenda have
been endorsed by the Board Members during the budget process:
A.
Consider Personnel Recommendations: New Hires, Retirements, Resignations, Leaves of
Absence, Dismissals, Terminations, Non-Renewals, Non-Extensions (pg 41)
B.
Consider Donations (pg 44)
C.
Consider Bids (pg 47)
14-71 – RFP for Frozen and Refrigerated Staples
14-77 – Annual Contract for Spring Athletic Sports Supplies
15-02 – Annual Contract for Music Supplies, Equipment and Sheet Music
15-06 – Quarterly Contract for Dual Purpose Copier Paper
15-07 – Annual Contract for Charter Bus Service
15-09 – Annual Contract for Instructional Materials, Supplies, Services, and/or consumables
D.
Consider Purchases Greater Than $50,000 Exempt from Bid (pg 87)
14-06-26-370 Oce Copier Maintenance
14-06-26-371 iStation On-Line Software Program Purchase/Renewal
14-06-26-372 Staff Development, Consulting Services, Evaluators, Speakers, Presenters, Etc.
14-06-26-373 Armored Car Service
14-06-26-374 Supplies, Registration, Kits, etc. for all High School and Junior High Schools
14-06-26-375 Credit Recovery System Renewal
14-06-26-376 Van and Refrigerated Box Truck Purchases
14-06-26-377 Food, Supplies, and Small and Large Equipment
14-06-26-378 Waste Disposal Service
14-06-26-379 Environmental Consulting Services
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June 26, 2014
Page 3 of 6
14-06-26-380 Asbestos Abatement Services
14-06-26-381 External Campus Intervention Team (CIT) Duties
14-06-26-382 Hearing Aid Parts, Supplies and/or Repairs
E.
Consider Budget Changes (pg 91)
F.
Consider Guaranteed Maximum Price for the Construction of the Elementary School in
Eastern Arlington I.S.D. (Timber Oaks Lane, Grand Prairie, Texas) (pg 94)
G.
Consider Regional Day School Program for the Deaf (RDSPD) Shared Service
Arrangement (pg 99)
H.
Consider 2014-2015 Juvenile Justice Alternative Education Program Memorandum of
Understanding (pg 100)
I.
Consider TEA Teacher Appraisal Pilot Participation, Year Three (pg 108)
J.
Consider City of Arlington Drainage Easement on 0.031 acre of land located in Lot
2R, Block 1, Orion Park Section One, an addition to the City of Arlington, Tarrant
County, Texas, according to the plat recorded in Cabinet A, Slide 4732-4734 of the Plat
Records of Tarrant County, Texas (pg 109)
K.
Consider Resolution to Approve the Sale of Delinquent Tax Property being all that
certain 0.5 acre tract of land, more or less, out of Abstract 1186, Josiah O’Daniel Survey
located in the City of Arlington, Texas, and being more particularly described in that
certain Deed of record in Volume 2703, Page 566 of the Deed Records of Tarrant
County, Texas, SAVE AND EXCEPT that 0.99 acre tract conveyed to the State of Texas
by that deed of record in Volume 5034, Page 172 of the Deed Records of Tarrant
County, Texas. #04083989 (pg 113)
L.
Consider RFP for SHARS Medicaid Reimbursement Vendor (pg 143)
DISCUSSION:
A.
Studer Group Report on Spring 2014 Parent Satisfaction Survey (pg 163)
B.
Studer Group Report on Spring 2014 Employee Engagement Survey (pg 164)
C.
Studer Group Report on May 2014 District Services Survey (pg 165)
OPEN FORUM
FOR NON-AGENDA
ITEMS:
Persons attending the meeting may request an Open Forum
Sign-Up Card. The card must be completed in its entirety and
submitted to the Board President prior to the meeting being
convened. This second Open Forum allows individuals to
address the Board on any subject, except personnel. Any
personnel concern should be brought directly to the attention
of the Superintendent or Board President prior to the meeting.
Speakers will be limited to five (5) minutes. When more than
one individual wishes to address the same topic, the Board
President may ask the group to appoint one spokesperson.
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June 26, 2014
Page 4 of 6
SUPERINTENDENT'S
REPORT:
This time is for the Superintendent to acknowledge varying
kinds of activities occurring within the district. This includes
such items as recognition of outstanding performance by
district staff and/or students, the initiating of new programs and
special activities.
The Superintendent will report on the following subjects:
A.
B.
Recognition of outstanding performance by district staff and students
Initiation of new programs and special activities
SCHOOL BOARD'S
REPORT:
This time on the Agenda allows each member to inform other
Board Members, the administrative staff and the public of
activities which are of interest.
The Board Members will report on the following subjects:
A.
B.
C.
D.
E.
Board member attendance at various school and community events.
Board member announcement of various upcoming school and community events.
Board member visits to various campuses
Board member recognition of outstanding performance by district staff and students
Board member recognition of new programs and special activities
CLOSED MEETING:
Adjournment to closed meeting pursuant to Sections 551.071, 551.072, and 551.074 of the Texas
Government Code for the following purposes:
A.
B.
C.
Consultation with General Counsel to seek and receive legal advice pursuant to Section
551.071 of the Texas Government Code.
Consider appointment, employment, evaluation, reassignment, duties, discipline or
dismissal of a public officer or employee or to hear complaints or charges against a public
officer or employee, pursuant to Texas Government Code Section 551.074.
Discuss the purchase, exchange, lease or value of real property
ADJOURNMENT
If, during the course of the meeting covered by this Notice, the Board should determine that a
closed meeting of the Board should be held or is required in relation to any item included in this
notice, then such closed meeting is authorized by Texas Government Code Section 551.001, et.
seq., for any of the following reasons:
Section 551.071 - For the purpose of a private consultation with the Board's attorney on any or all
subjects or matters authorized by law.
Section 551.072 - For the purpose of discussing the purchase, exchange, lease or value of real
property.
Section 551.073 - For the purpose of negotiating contracts for prospective gifts or donations.
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June 26, 2014
Page 5 of 6
Section 551.074 - For the purpose of considering the appointment, employment, evaluation,
reassignment, duties, discipline or dismissal of a public officer or employee or to hear complaints or
charges against a public officer or employee.
Section 551.076 - To consider the deployment, or specific occasions for implementation, of security
personnel and devices.
Section 551.082 - For the purpose of deliberating in a case involving discipline of a public school
child or children, or in a case in which a complaint or charge is brought against an employee of the
school district by another employee and the complaint or charge directly results in a need for a
hearing.
Section 551.0821 - For the purpose of deliberating in a matter regarding a public school student if
personally identifiable information about the student will necessarily be revealed by the deliberation.
Section 551.083 - For the purpose of considering the standards, guidelines, terms or conditions the
Board will follow, or instruct its representatives to follow, in consultation with representatives of
employee groups in connection with consultation agreements provided for by Section 13.901 of the
Texas Education Code.
Section 551.084 - For the purpose of excluding a witness or witnesses from a hearing during
examination of another witness.
Should any final action, final decision or final vote be required in the opinion of the Board with
regard to any matter considered in such closed meeting, then such final action, final decision or
final vote shall be at either:
A.
B.
the open meeting covered by this notice upon the reconvening of this public meeting, or
at a subsequent public meeting of the Board upon notice thereof, as the Board shall
determine.
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ORDER OF BOARD OF TRUSTEES
of
AUTHORIZING THE ISSUANCE OF
UNLIMITED TAX SCHOOL BUILDING BONDS
SERIES 2014A
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TABLE OF CONTENTS
Section 1. Recitals, Amount and Purpose of the Bonds; Definitions . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Designation, Date, Denominations, Numbers, Interest Rates and Maturities of Bonds1
Section 3. Characteristics of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. DTC Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 5. Form of Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6. Tax Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7. Defeasance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8. Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds . . . . . . . . . . . . . . . . . . . . . . 14
Section 9. Custody, Approval, and Registration of Bonds; Bond Counsel's Opinion and Engagement
of Bond Counsel; CUSIP Numbers; Attorney General Review Fee . . . . . . . . . . . . . . . . 15
Section 10. Covenants Regarding Tax Exemption of Interest on the Bonds . . . . . . . . . . . . . . . 16
Section 11. Disposition of Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 12. Allocation Of, and Limitation On, Expenditures for the Project . . . . . . . . . . . . . . . 18
Section 13. Sale of Bonds; Approval of Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 14. Interest Earnings on Bond Proceeds; Use of Accrued Interest and Premium
Received from Sale of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 15. Method of Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 16. Further Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 17. Compliance with Rule 15c2-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 18. Facilities Allotment Funds; State Assistance Funds . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 19. Inconsistent Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 20. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
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Section 21. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 22. Continued Perfection of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 23. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 24. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 25. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 26. Permanent School Fund Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Exhibit A Continuing Disclosure of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
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ORDER AUTHORIZING THE ISSUANCE OF
UNLIMITED TAX SCHOOL BUILDING BONDS, SERIES 2014A
THE STATE OF TEXAS
TARRANT COUNTY
§
§
§
WHEREAS, the bonds hereinafter authorized represent the issuance of the first installment
of the bonds approved by the voters of the Arlington Independent School District (the "Issuer") at
an election held in the Issuer on May 10, 2014 (the "Election") under a proposition in the amount
of $663,130,000 for the purpose of the acquisition, construction and equipment of school buildings
in the Issuer and the purchase of school sites and new school buses, which was lawfully and
favorably voted; and
WHEREAS, the Board of Trustees of the Issuer deems it necessary and advisable to
authorize, issue and deliver the bonds hereunder, using $163,285,000 of the authorization from the
Election for the purposes stated in the preceding paragraph; and
WHEREAS, the bonds hereinafter authorized and designated were voted and are to be issued
and delivered pursuant to Sections 45.001 and 45.003(b)(1), Texas Education Code, as amended.
THEREFORE, BE IT ORDERED BY THE BOARD OF TRUSTEES OF ARLINGTON
INDEPENDENT SCHOOL DISTRICT:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS; DEFINITIONS.
The recitals set forth in the preamble hereof are incorporated herein and shall have the same force
and effect as if set forth in this Section. The bonds of the Issuer are hereby authorized to be issued
and delivered in the aggregate principal amount of $_________ with the proceeds of such being for
the purpose of the acquisition, construction and equipment of school buildings in the Issuer and for
the purchase of school sites and school buses.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, INTEREST RATES
AND MATURITIES OF BONDS. Each Bond issued pursuant to this Order shall be designated
"ARLINGTON INDEPENDENT SCHOOL DISTRICT UNLIMITED TAX SCHOOL BUILDING
BOND, SERIES 2014A" (the "Bonds"), and initially there shall be issued, sold and delivered
hereunder one fully registered Bond, without interest coupons, dated June 15, 2014, in the principal
amount stated above and in the denominations hereinafter stated, numbered T-1, with Bonds issued
in replacement thereof being in the respective denominations and principal amounts hereinafter
stated, numbered consecutively from R-1 upward, payable to the respective Registered Owners
thereof (with the initial Bond being made payable to the initial purchasers as described in Section
13 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof
(in each case, the "Registered Owner"), and said Bonds shall mature and be payable on February 15
in each of the years and in the principal amounts, respectively, and shall bear interest in the manner
provided, on the dates stated, and from the dates set forth, in the FORM OF BOND set forth in
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Section 5 of this Order to their respective dates of maturity or redemption prior to maturity at the
rates per annum, as set forth in the following schedule:
Year of
Maturity
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Principal
Amount
Interest
Rate
Year of
Maturity
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
Principal
Amount
Interest
Rate
The term "Bonds" as used in this Order shall mean and include collectively the Bonds initially
issued and delivered pursuant to this Order and all substitute Bonds exchanged therefor, as well as
all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond" shall
mean any of the Bonds.
Section 3. CHARACTERISTICS OF THE BONDS. (a) The Issuer shall keep or cause to
be kept at the corporate trust office of U.S. Bank National Association in Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer and exchange of the Bonds
(the "Registration Bonds"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers and
exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as
herein provided.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed,
as herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and under
reasonable circumstances, all transfers of Bonds shall be made within three business days after
request and presentation thereof. The Issuer shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, exchange and delivery of a
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substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Section 5
of this Order. Registration of assignments, transfers and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the FORM OF BOND set forth in Section 5 of this
Order. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds
and Bonds surrendered for transfer and exchange. No additional ordinances, orders, or resolutions
need be passed or adopted by the governing body of the Issuer or any other body or person so as to
accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the
manner prescribed herein, and said Bonds shall be of type composition printed on paper with
lithographed or steel engraved borders of customary weight and strength. Pursuant to Tex. Gov't
Code Ann. Chapter 1201, Subchapter D, the duty of transfer and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the
transferred and exchanged Bond shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Bonds that initially were issued and delivered pursuant to this Order,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(b)
The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds, all as provided in this Order. The Paying
Agent/ Registrar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Bonds.
(c)
The Bonds (i) shall be issued in fully-registered form, without interest coupons, with
the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii)
may be transferred and assigned, (iii) may or shall be redeemed prior to their scheduled maturities,
(iv) may be exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed,
executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and
(viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties
and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect
as required or indicated, in the FORM OF BOND set forth in Section 5 of this Order. The Bond
initially issued and delivered pursuant to this Order is not required to be, and shall not be,
authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in exchange for
any Bond or Bonds issued under this Order the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM
OF BOND.
(d)
The Issuer covenants with the registered owners of the Bonds that at all times while
the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
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Agent/Registrar for the Bonds under this Order, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar
upon not less than 45 days written notice to the Paying Agent/Registrar, to be effective not later than
30 days prior to the next principal or interest payment date after such notice. In the event that the
entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution, or other agency
to act as Paying Agent/Registrar under this Order. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or
a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Order, and a certified copy of this Order shall be delivered to each Paying
Agent/Registrar.
(e)
Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Order unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Order, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying
Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Bond delivered on the closing date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Order, manually
executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and
has been registered by the Comptroller.
(f)
On the closing date, one Initial Bond representing the entire principal amount of the
Bonds, payable in stated installments to the initial purchaser or its designee, executed by manual or
facsimile signature of the President and Secretary of the Board of Trustees of the Issuer, approved
by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public
Accounts of the State of Texas, will be delivered to the initial purchaser or its designee. Upon
payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver
to DTC (as defined below) on behalf of the initial purchaser one registered definitive Bond for each
year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such
maturity.
(g) With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Order have been met and moneys sufficient to pay the principal of
and premium, if any, and interest on the Bonds to be redeemed shall have been received by the
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Paying Agent prior to the giving of such notice of redemption, such notice shall state that said
redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites
and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such
redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice
of redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Bonds have not been redeemed.
Section 4. DTC REGISTRATION. The Bonds initially shall be issued and delivered in such
manner that no physical distribution of the Bonds will be made to the public, and The Depository
Trust Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC
has represented that it is a limited purpose trust company incorporated under the law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A
of the Securities Exchange Act of 1934, as amended, and the Issuer accepts, but in no way verifies,
such representations. Immediately upon initial delivery of the Bonds that are payable to the initial
purchaser, the Paying Agent/Registrar shall cancel such Bonds, and substitute Bonds shall be
delivered to and registered in the name of CEDE & CO., the nominee of DTC. It is expected that
DTC will hold the Bonds on behalf of the initial purchasers and their respective participants. So
long as each Bond is registered in the name of CEDE & CO., the Paying Agent/Registrar shall treat
and deal with DTC the same in all respects as if it were the actual and beneficial owner thereof. It
is expected that DTC will maintain a book-entry system that will identify ownership of the Bonds
in integral amounts of $5,000, with transfers of ownership being effected on the records of DTC and
its participants pursuant to rules and regulations established by them, and that the Bonds initially
deposited with DTC shall be immobilized and not be further exchanged for substitute Bonds except
as hereinafter provided. The Issuer is not responsible or liable for any function of DTC, will not be
responsible for paying any fees or charges with respect to its services, will not be responsible or
liable for maintaining, supervising, or reviewing the records of DTC or its participants, or protecting
any interests or rights of the beneficial owners of the Bonds. It shall be the duty of the DTC
Participants, as defined in the Official Statement herein approved, to make all arrangements with
DTC to establish this book-entry system, the beneficial ownership of the Bonds, and the method of
paying the fees and charges of DTC. The Issuer does not represent, nor does it in any respect
covenant that the initial book-entry system establishment with DTC will be maintained in the future.
Notwithstanding the initial establishment of the foregoing book-entry system with DTC, if for any
reason any of the originally delivered Bonds is duly filed with the Paying Agent/Registrar with
proper request for transfer and substitution, as provided for in this Order, substitute Bonds will be
duly delivered as provided in this Order, and there will be no assurance or representation that any
book-entry system will be maintained for such Bonds. To effect the establishment of the foregoing
book-entry system, the President of the Board of Trustees of the Issuer or the Superintendent of the
Issuer are hereby authorized to execute a "DTC Letter of Representation" in the form provided by
DTC to evidence the Issuer's intent to establish said book-entry system.
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Section 5. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the
Bonds initially issued and delivered pursuant to this Order, shall be, respectively, substantially as
follows, with such appropriate variations, omissions, or insertions as are permitted or required by
this Order.
(a)
NO. R-
[Form of Bond]
UNITED STATES OF AMERICA
STATE OF TEXAS
UNLIMITED TAX SCHOOL BUILDING BOND
SERIES 2014A
INTEREST RATE
DATE OF DELIVERY
MATURITY DATE
July 29, 2014
February 15, _____
PRINCIPAL
AMOUNT
$_________
CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, ARLINGTON INDEPENDENT SCHOOL
DISTRICT, in Tarrant County, Texas (the "Issuer"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal
Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof
(calculated on the basis of a 360-day year of twelve 30-day months) from the Date of Delivery as
shown above at the Interest Rate per annum specified above. Interest is payable on February 15,
2015, and semiannually on each August 15 and February 15 thereafter to the Maturity Date specified
above, or the date of redemption prior to maturity; except, if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such Principal Amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity,
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or upon the date fixed for its redemption prior to maturity, at the corporate trust office of U.S. Bank
National Association in Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The
payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered
Owner hereof on each interest payment date by check, dated as of such interest payment date, drawn
by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Order
authorizing the issuance of this Bond (the "Bond Order") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment
date, to the Registered Owner hereof, at its address as it appeared on the date fixed for the
determination of the right to receive interest (the "Record Date"), which shall be the last business
day of the month next preceding each interest payment date as shown on the Registration Books kept
by the Paying Agent/Registrar, as hereinafter described. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for
the payment of such interest have been received from the Issuer. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall
be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of each Registered
Owner appearing on the Registration Books of the Paying Agent/Registrar at the close of business
on the last business day next preceding the date of mailing of such notice. The Issuer covenants with
the Registered Owner of this Bond that on or before each principal payment date and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest
and Sinking Fund" created by the Bond Order, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the corporate
trust office of the Paying Agent/Registrar that is designated for payment of the Bonds is located are
authorized by law or executive order to close, or the United States Postal Service is not open for
business, then the date for such payment shall be the next succeeding day that is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United
States Postal Service is not open for business; and payment on such date shall have the same force
and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated as of June 15, 2014, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $_________, with
the proceeds of such being used for the purpose of the acquisition, construction and equipment of
school buildings in the Issuer and for the purchase of school sites and school buses.
THE BONDS OF THIS SERIES that mature on February 15 in each of the
years________________ are subject to mandatory redemption prior to maturity in part at random,
by lot or other customary method selected by the Paying Agent/Registrar, at par plus accrued interest
to the redemption date, and without premium, with funds on deposit in the Interest and Sinking
Fund. Such Bonds shall be redeemed by the Paying Agent/Registrar on February 15 in each of the
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years and in the principal amounts, respectively, as are set forth in the following schedule: as are set
forth in the following schedule:
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Bonds Maturing
February 15, ______
Principal
Year
Amount
(1)
Bonds Maturing
February 15, ______
Principal
Year
Amount
Bonds Maturing
February 15, ______
Principal
Year
Amount
Final maturity of Bond.
The principal amount of the Bonds required to be redeemed pursuant to the operation of such
mandatory sinking fund shall be reduced by the principal amount of any Bonds which, at least 45
days prior to the mandatory sinking fund redemption date (i) shall have been purchased by the Issuer
and delivered to the Paying Agent/Registrar for cancellation or (ii) redeemed pursuant to the
optional redemption provision described below and not theretofore credited against a mandatory
sinking fund requirement.
IN ADDITION TO THE FOREGOING MANDATORY REDEMPTION, the Bonds of this
series that mature on and after February 15, 2024 may be redeemed on February 15, 2023, or on any
date thereafter, in whole or in part prior to their scheduled maturities, at the option of the Issuer. The
redemption price may be paid with funds derived from any available and lawful source, as a whole,
or in part (provided that a portion of a Bond may be redeemed only in an integral multiple of
$5,000), at a redemption price of the principal amount of Bonds called for redemption, plus accrued
interest thereon to the date fixed for redemption. The Issuer shall determine the maturity or
maturities, and the principal amount of the Bonds within each maturity, to be redeemed. If less than
all Bonds of a maturity are to be redeemed, the particular Bonds to be redeemed shall be selected
by the Paying Agent/Registrar at random and by lot.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, the Issuer shall cause written notice of such redemption to be sent by United States
mail, first class, postage prepaid, to each Registered Owner of a Bond to be redeemed, in whole or
in part, at the address of the Registered Owner appearing on the registration books of the Paying
Agent/Registrar at the close of business on the business day next preceding the date of mailing of
such notice. Any notice of redemption so mailed shall be conclusively presumed to have been duly
given irrespective of whether received by the Registered Owner. By the date fixed for any such
redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Bonds or portions thereof that are to be so redeemed. If such
written notice of redemption is mailed and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be
treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date
fixed for redemption, and they shall not be regarded as being outstanding except for the right of the
Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds
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provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 of principal amount, at the written request of the
Registered Owner, and in an aggregate principal amount equal to the unredeemed portion thereof,
will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense
of the Issuer, all as provided in the Bond Order.
ALL BONDS OF THIS SERIES are issuable solely as fully-registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Order, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner
or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate
principal amount of fully-registered Bonds, without interest coupons, payable to the appropriate
Registered Owner, assignee or assignees, as the case may be, having the same denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate
Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth
in the Bond Order. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond
may be executed by the Registered Owner to evidence the assignment hereof, but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may
be used to evidence the assignment of this Bond or any portion or portions hereof from time to time
by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for transferring and exchanging any Bond or portion thereof shall be paid by the Issuer, but
any taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer or exchange as a condition precedent to the exercise of such
privilege. The Paying Agent/Registrar shall not be required to make any such transfer or exchange
(i) during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date or (ii) with respect
to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to
its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Order that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
voted, authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond
have been performed, existed and been done in accordance with law; that this Bond is a general
obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem taxes
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sufficient to provide for the payment of the interest on and principal of this Bond, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
taxable property in the Issuer, and have been pledged for such payment, without limit as to rate or
amount.
THE ISSUER ALSO HAS RESERVED THE RIGHT to amend the Bond Order as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
Registered Owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Order, agrees to be bound by such terms
and provisions, acknowledges that the Bond Order is duly recorded and available for inspection in
the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Bond and the Bond Order constitute a contract between each Registered Owner
hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the President of the Board of Trustees of the Issuer and countersigned with
the manual or facsimile signature of the Secretary of the Board of Trustees of the Issuer, and has
caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature)
Secretary, Board of Trustees
(signature)
President, Board of Trustees
(SEAL)
(b)
[Form of Registration Certificate Of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
____________________________________________
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
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(c)
[Form of Paying Agent/Registrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Order
described in the text of this Bond; and that this Bond has been issued in exchange for a bond or
bonds, or a portion of a bond or bonds of a series that originally was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
Dated: _________________
U.S. Bank National Association
Dallas, Texas
Paying Agent/Registrar
By_________________________________
Authorized Representative
(d)
[Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_____________________________________________________________________________.
(Please insert Social Security or Taxpayer Identification Number of Transferee)
______________________________________________________________________________
(Please print or typewrite name and address, including zip code, of Transferee.)
______________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
___________________________________________, attorney, to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: ___________________________
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
association recognized signature guarantee
program.
NOTICE: The signature above must
correspond with the name of the registered
owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
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(e)
[Initial Bond Insertions]
(i)
The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except
that:
A.
immediately under the name of the Bond, the headings "INTEREST RATE"
and "MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. _____" shall be deleted.
B.
the first paragraph shall be deleted and the following will be inserted:
"ARLINGTON INDEPENDENT SCHOOL DISTRICT, in Tarrant County, Texas (the
"Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"),
on each February 15 in the years, in the principal installments and bearing interest at the per annum
rates set forth in the following schedule:
Years
Principal
Installments
Interest
Rates
Years
Principal
Installments
Interest
Rates
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Date of Delivery as shown above at the
respective Interest Rate per annum specified above. Interest is payable on February 15, 2015, and
semiannually on each August 15 and February 15 thereafter to the date of payment of the principal
installment specified above; except, that if this Bond is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal Amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest on
the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then
this Bond shall bear interest from the date to which such interest has been paid in full."
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C.
The Initial Bond shall be numbered "T-1."
Section 6. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall
be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest
and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer,
and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes
levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit
of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are
outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and
amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the
interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund
adequate to pay the principal of its Bonds as such principal matures; and said tax shall be based on
the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and
the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby
ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds
or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such
year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest
comes due and such principal matures, are hereby pledged for such payment, without limit as to rate
or amount.
Section 7. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this
Order, except to the extent provided in subsection (d) of this Section 7, when payment of the
principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of
maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Defeasance Securities that
mature as to principal and interest in such amounts and at such times as will insure the availability
of sufficient money to provide for such payment, and when proper arrangements have been made
by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased
Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a
Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Order, and such principal and interest shall be payable solely
from such money or Defeasance Securities, and thereafter the Issuer will have no further
responsibility with respect to amounts available to the Paying Agent/Registrar (or other financial
institution permitted by applicable law) for the payment of such Defeased Bonds, including any
insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial
institution permitted by applicable law) to receive payment when due on the Defeasance Securities.
Notwithstanding any other provision of this Order to the contrary, it is hereby provided that any
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determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection 7(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call
the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners
of the Defeased Bonds immediately following the making of the payment arrangements; and (3)
directs that notice of the reservation be included in any redemption notices that it authorizes.
(b)
Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 7(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Defeased Bonds, with respect to which
such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing
by the Issuer.
(c)
The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations
such as the Bonds.
(d)
Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and
pay for such services as required by this Order.
(e)
In the event that the Issuer elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Bonds by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a)
Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost,
stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b)
Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
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applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c)
No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred that is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d)
Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Order equally and proportionately with any and all other Bonds duly issued under this Order.
(e)
Authority for Issuing Replacement Bonds. In accordance with Tex. Gov't Code Ann.
Chapter 1201, Subchapter D, this Section 8 of this Order shall constitute authority for the issuance
of any such replacement bond without necessity of further action by the governing body of the Issuer
or any other body or person, and the duty of the replacement of such bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 4 of this
Order for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION AND ENGAGEMENT OF BOND COUNSEL; CUSIP NUMBERS;
ATTORNEY GENERAL REVIEW FEE.
(a)
The President of the Board of Trustees of the Issuer is hereby authorized to have
control of the Bonds initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Issuer's
Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the
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Bonds issued and delivered under this Order, but neither shall have any legal effect, and shall be
solely for the convenience and information of the registered owners of the Bonds.
(b)
The obligation of the initial purchaser to accept delivery of the Bonds is subject to
the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst &
Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the
date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond
counsel to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved
and confirmed. The execution and delivery of an engagement letter between the Issuer and such
firm, with respect to such services as bond counsel, is hereby authorized in such form as may be
approved by the President or Vice-President of the Board of Trustees, and the President or VicePresident is hereby authorized to execute such engagement letter.
(c)
In accordance with the provisions of Section 1202.004, Tex. Gov't Code Ann., in
connection with the submission of the Bond by the Attorney General of Texas for review and
approval, a statutory fee (an amount equal to 0.1% principal amount of the Bond, subject to a
minimum of $750 and a maximum of $9,500) is required to be paid to the Attorney General upon
the submission of the transcript of proceedings for the Bond. The Issuer hereby authorizes and
directs that a check in the amount of the Attorney General filing fee for the Bond, made payable to
the "Texas Attorney General," be promptly furnished to the Issuer's Bond Counsel, for payment to
the Attorney General in connection with his review of the Bond.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. The Issuer covenants to take any action necessary to assure, or refrain from any action that
would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of
federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(a)
to take any action to assure that no more than 10 percent of the proceeds of the Bonds
or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any
"private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not received by
the Issuer, with respect to such private business use, do not, under the terms of this Order or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(b)
to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" that is "related" and not "disproportionate," within the meaning
of section 141(b)(3) of the Code, to the governmental use;
(c)
to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund,
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if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(d)
to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e)
to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(f)
to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,
to acquire or to replace funds that were used, directly or indirectly, to acquire investment property
(as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term
of the Bonds, other than investment property acquired with –
(1)
proceeds of the Bonds invested for a reasonable temporary period of 3 years
or less until such proceeds are needed for the purpose for which the Bonds are issued,
(2)
amounts invested in a bona fide debt service fund, within the meaning of
section l.148-1(b) of the Treasury Regulations, and
(3)
amounts deposited in any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g)
to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section
149(d) of the Code (relating to advance refundings); and
(h)
to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States
of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such fund shall
not be subject to the claim of any other person, including without limitation the bondholders. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein
are intended to assure compliance with the Code and any regulations or rulings promulgated by the
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U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the
Issuer will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In
the event that regulations or rulings are hereafter promulgated that impose additional requirements
that are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption
from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance
of such intention, the Issuer hereby authorizes and directs the Superintendent to execute any
documents, certificates or reports required by the Code and to make such elections, on behalf of the
Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the
Bonds. This Order is intended to satisfy the official intent requirements set forth in section 1.150-2
of the Treasury Regulations.
Section 11. DISPOSITION OF PROJECT. The Issuer covenants that the property financed
with the proceeds of the Bonds in accordance with the authorization of the voters of the Issuer, as
described in the recitals to this Order (the "Project"), will not be sold or otherwise disposed in a
transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer
obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of
the property comprising personal property and disposed in the ordinary course shall not be treated
as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the
Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure
to comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 12. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment
earnings to be used for the construction and acquisition of the Project on its books and records by
allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure
is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend
sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth
anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer
obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely
affect the status, for federal income tax purposes, of the Bonds or the interest thereon. For purposes
hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest.
Section 13. SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT. (a) The
Bonds are hereby sold and shall be delivered to Raymond James & Associates, Inc., BOSC, Inc.,
RBC Capital Markets, LLC, Stephens, Inc. and Wells Fargo Bank, National Association (the
"Underwriters"), at a price of $___________ (which represents the par amount of the Bonds, plus
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an aggregate net original offering premium of $_____________, less an underwriting discount of
$___________), pursuant to the terms and provisions of a Bond Purchase Contract between the
Issuer and the Underwriters, which the President or Vice-President of the Board of Trustees of the
Issuer is hereby authorized to execute and deliver. It is hereby officially found, determined, and
declared that the terms of this sale are the most advantageous reasonably obtainable. The Bond
initially issued shall be registered in the name of Raymond James & Associates, Inc.
(b)
The Issuer hereby approves the form and content of the Official Statement relating
to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of
such Official Statement in the reoffering of the Bonds by the Underwriters in final form, with such
changes therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of
the Preliminary Official Statement dated June __, 2014 prior to the date hereof is hereby ratified and
confirmed.
Section 14. INTEREST EARNINGS ON BOND PROCEEDS; USE OF ACCRUED
INTEREST AND PREMIUM RECEIVED FROM SALE OF BONDS.
(a)
Interest Earnings and Appropriation. Interest earnings derived from the proceeds
deposited to the Issuer's construction fund shall be retained therein and used for the purpose of
constructing the Project, provided that after the completion of the Project, any amounts remaining
therein shall be deposited to the Interest and Sinking Fund for the Bonds. It is further provided,
however, that any interest earnings on bond proceeds that are required to be rebated to the United
States of America pursuant to Section 10 hereof in order to prevent the Bonds from being arbitrage
bonds shall be so rebated and not considered as interest earnings for the purposes of this Section.
(b)
Use of Premium. The net premium received from the sale of the Bonds in the amount
of ___________ shall be applied as follows: the sum of $___________ shall be applied to pay the
underwriters' discount; the sum of $___________ shall be applied to pay costs of issuance; and the
sum of $1,678.79 shall be deposited to the Interest and Sinking Fund and used to pay interest coming
due on the Bonds on February 15, 2015; and the sum of $___________ shall be deposited to the
Issuer's construction fund (which amount, together with the principal amount of the Bonds,
$_________, represents the use of $163,285,000.00 of the voted authorization from the Election).
Section 15. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend
this Order subject to the following terms and conditions, to-wit:
(a)
The Issuer may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Order in order to (i) cure any
ambiguity, defect or omission in this Order that does not materially adversely affect the interests of
the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of
default as shall not be inconsistent with the provisions of this Order and that shall not materially
adversely affect the interests of the holders, (v) qualify this Order under the Trust Indenture Act of
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31
1939, as amended, or corresponding provisions of federal laws from time to time in effect, or
(iv) make such other provisions in regard to matters or questions arising under this Order as shall
not be inconsistent with the provisions of this Order and that shall not in the opinion of Bond
Counsel materially adversely affect the interests of the holders.
(b)
Except as provided in paragraph (a) above, the holders of Bonds aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the
subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the
consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Order or in any of the Bonds so as to:
(1)
Make any change in the maturity of any of the outstanding Bonds;
(2)
Reduce the rate of interest borne by any of the outstanding Bonds;
(3)
Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4)
Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5)
Change the minimum percentage of the principal amount of the Bonds
necessary for consent to such amendment.
(c)
If at any time the Issuer shall desire to amend this Order under this Section, the Issuer
shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment.
(d)
Whenever at any time within one year from the date of mailing of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least 51% in
aggregate principal amount of all of the Bonds then outstanding that are required for the amendment,
which instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the
same form.
(e)
Upon the adoption of any amendatory Order pursuant to the provisions of this
Section, this Order shall be deemed to be modified and amended in accordance with such
amendatory Order, and the respective rights, duties, and obligations of the Issuer and all holders of
such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f)
Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the such consent and shall be
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conclusive and binding upon all future holders of the same bond during such period. Such consent
may be revoked at any time after six months from the date of said consent by the holder who gave
such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not
be effective if the holders of 51% in aggregate principal amount of the affected Bonds then
outstanding, have, prior to the attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon
the registration of the ownership of such bonds on the registration books kept by the Paying
Agent/Registrar.
Section 16. FURTHER PROCEDURES. The President or Vice President and Secretary of
the Board of Trustees of the Issuer, the Superintendent of the Issuer and all other officers, employees
and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized,
empowered and directed from time to time and at any time to do and perform all such acts and things
and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of
the Issuer a Letter of Representations with DTC regarding the Book-Entry Only System, a Paying
Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or
not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Order, the Letter of Representations, the Bonds, the sale of the Bonds and the Official
Statement. In case any officer whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 17. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic
format prescribed by the MSRB, within six months after the end of each fiscal year commencing in
2014, financial information and operating data with respect to the Issuer of the general type included
in the final Official Statement authorized by this Order, being the information described in Exhibit
A attached hereto. Any financial statements so to be provided shall be (1) prepared in accordance
with the accounting principles described in the financial statements of the Issuer appended to the
Official Statement, or such other accounting principles as the Issuer may be required to employ from
time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit
of such statements and the audit is completed within the period during which they must be provided.
If the audit of such financial statements is not completed within such period, then the Issuer shall
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provide unaudited financial information within such period, and audited financial statements for the
applicable fiscal year to the MSRB, when and if the audit report on such statements become
available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any documents available to the
public on the MSRB's internet website or filed with the SEC.
(c) Event Notices. The Issuer shall notify the MSRB, in a timely manner not in excess of
ten Business Days after the occurrence of the event, of any of the following events with respect to
the Bonds:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Principal and interest payment delinquencies;
Non-payment related defaults, if material;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB)
or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
Modifications to rights of holders of the Bonds, if material;
Bond calls, if material, and tender offers;
Defeasances;
Release, substitution, or sale of property securing repayment of the Bonds, if
material;
Rating changes;
Bankruptcy, insolvency, receivership or similar event of the Issuer;
The consummation of a merger, consolidation, or acquisition involving the Issuer or
the sale of all or substantially all of the assets of the Issuer, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
Appointment of a successor Paying Agent/Registrar or change in the name of the
Paying Agent/Registrar, if material.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (c) of this Section by the time
required by subsection (c). As used in clause (c)12 above, the phrase "bankruptcy, insolvency,
receivership or similar event" means the appointment of a receiver, fiscal agent or similar officer
for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state
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or federal law in which a court of governmental authority has assumed jurisdiction over substantially
all of the assets or business of the Issuer, or if jurisdiction has been assumed by leaving the Board
and officials or officers of the Issuer in possession but subject to the supervision and orders of a
court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the Issuer.
(d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Issuer in any event will give notice of any deposit made in accordance with this Order or
applicable law that causes the Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly provided
herein. The Issuer does not make any representation or warranty concerning such information or
its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Order for purposes of any other provision of this
Order. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in
the primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2)
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either (a) the registered owners of a majority in aggregate principal amount (or any greater amount
required by any other provision of this Order that authorizes such an amendment) of the outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as
nationally recognized bond counsel) determined that such amendment will not materially impair the
interest of the registered owners and beneficial owners of the Bonds. If the Issuer so amends the
provisions of this Section, it shall include with any amended financial information or operating data
next provided in accordance with subsection (b) of this Section an explanation, in narrative form,
of the reason for the amendment and of the impact of any change in the type of financial information
or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing
disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court
of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from lawfully
purchasing or selling Bonds in the primary offering of the Bonds.
Section 18. FACILITIES ALLOTMENT FUNDS; STATE ASSISTANCE FUNDS.
(a)
In connection with the issuance of the Bonds, the Issuer may receive financial
assistance from the Texas Education Agency in accordance with the instructional facilities allotment
program established pursuant to Chapter 46, Texas Education Code, as amended (the "Program").
In each fiscal year in which the Issuer receives funding under the Program or any successor State
funding program that provides a debt service subsidy for the Bonds and, in either case, that requires
the Issuer to deposit such debt service subsidy into the Interest and Sinking Fund for the Bonds
(such funds being collectively referred to herein as "Debt Subsidy Funds"), the Issuer shall deposit
immediately upon receipt the Debt Subsidy Funds received to the credit of the Interest and Sinking
Fund for the Bonds created pursuant to Section 6. Notwithstanding the requirements of Section 6,
if Debt Subsidy Funds are actually on deposit in the Interest and Sinking Fund for the Bonds in
advance of the time when ad valorem taxes are scheduled to be levied for any fiscal year, then the
amount of ad valorem taxes that otherwise would have been required to be levied pursuant to
Section 6 shall be reduced to the extent and by the amount of the Debt Subsidy Funds then on
deposit in the Interest and Sinking Fund for the Bonds.
(b)
To the extent that the Issuer demonstrates to the Texas Attorney General that the
Issuer's ability to comply with the requirements of Section 45.0031, Texas Education Code, as
amended, is contingent on receiving State assistance, the Issuer covenants, to the extent required,
and for so long as required, to comply with the provisions of said Section 45.0031, and to not set a
tax rate for a year until the Issuer has credited to the account of the Interest and Sinking Fund for
the Bonds the amounts of State assistance received or to be received in accordance with the terms
of said Section 45.0031.
Section 19. INCONSISTENT PROVISIONS. All indentures, orders or resolutions, or parts
thereof, that are in conflict or inconsistent with any provision of this Order are hereby repealed to
the extent of such conflict and the provisions of this Order shall be and remain controlling as to the
matters contained herein.
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Section 20. GOVERNING LAW. This Order shall be construed and enforced in accordance
with the laws of the State of Texas and the United States of America.
Section 21. SEVERABILITY. If any provision of this Order or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Order and the application thereof
to other circumstances shall nevertheless be valid, and this governing body hereby declares that this
Order would have been enacted without such invalid provision.
Section 22. CONTINUED PERFECTION OF SECURITY INTEREST. Chapter 1208,
Government Code, applies to the issuance of the Bonds and the pledge of the ad valorem taxes
granted by the Issuer under Section 6 of this Order, and such pledge is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such
that the pledge of the taxes granted by the Issuer under Section 6 of this Order is to be subject to the
filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the Issuer agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect
the security interest in said pledge to occur.
Section 23. EVENTS OF DEFAULT. Each of the following occurrences or events for the
purpose of this Order is hereby declared to be an event of default (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation
of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered
Owners, including, but not limited to, their prospect or ability to be repaid in accordance with this
Order, and the continuation thereof for a period of 60 days after notice of such default is given by
any Registered Owner to the Issuer.
Section 24. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of Default,
then and in every case, any Registered Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the may proceed against the Issuer
or the Board of Trustees of the Issuer, as appropriate for the purpose of protecting and enforcing the
rights of the Registered Owners under this Order, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by
law, including the specific performance of any covenant or agreement contained herein, or thereby
to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners
hereunder or any combination of such remedies.
(b)
It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
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Section 25. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under
the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding
any other provision of this Order, the right to accelerate the debt evidenced by the Bonds shall not
be available as a remedy under this Order.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Order, such Registered Owner
agrees that the certifications required to effectuate any covenants or representations contained in this
Order do not and shall never constitute or give rise to a personal or pecuniary liability or charge
against the officers, employees or trustees of the Issuer or the Board of Trustees of the Issuer.
Section 26. PERMANENT SCHOOL FUND GUARANTEE PROGRAM. The Issuer
covenants to timely comply with all applicable requirements and procedures under Article VII,
Section 5 of the Texas Constitution, Subchapter C of Chapter 45, Texas Education Code and the
Rules of the State Board of Education relating to the guarantee of the principal and interest on the
Bonds by the Texas Permanent School Fund. Upon defeasance of such Bonds prior to maturity in
accordance with applicable law, the guarantee of the principal and interest on such Bonds by the
Texas Permanent School Fund shall cease and no longer be available. In case of a default in the
payment of principal or interest on the Bonds, and in accordance with Section 45.061, Texas
Education Code, the Comptroller of Public Accounts of the State of Texas is authorized to withhold
from the Issuer amounts equal to the amounts paid by the Permanent School Fund on account of
such default, plus interest thereon, from the first state money payable to the Issuer from the
following sources and in the following order, to wit: foundation school fund, available school fund.
------------------------
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EXHIBIT A
Continuing Disclosure of Information
The following information is referred to in Section 17(a) of this Order:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendices of the Official
Statement referred to) below:
The quantitative financial information and operating data pertaining to the Issuer of the general type
included Tables numbered 1 through 6 and 8 through 12 and in Appendix B of the Official
Statement.
The financial statements of the Issuer that will be provided will be unaudited, unless an audit is
performed, in which event the audited financial statements will be made available.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements that are attached to the Official Statement as Appendix B, or such
other accounting principles as the Issuer may be required to employ from time to time pursuant to
state law or regulation.
A-1
39
40
Appointments to Fill Vacancies - June 26, 2014
LAST NAME FIRST NAME
LOCATION
SUBJECT/POSITION
BYERS
KIMBERLY
HUMAN RESOURCES
HR GENERALIST
FRANKLIN
ERICA
HUMAN RESOURCES
HR GENERALIST
FUERTE
JAMES
PAYROLL
SPECIALIST PAYROLL
ANNEX 5
INSTRUC SPEC SOC STUDIES
NORWOOD DANIEL
41
Separation of Service - June 26, 2014
LAST
FIRST
LOCATION
ADAMS
STACIE
DOP
ALLISON
LINDA
MARTIN
ANDERSON
MEREDITH
LITTLE
ATCHISON
DEBORAH
ROARK
BISHOP
DANA
MARTIN
BOULLARD
LINDA
MARTIN
BROADHEAD
LORI
DUNN
CALVERT
SUSAN
MOORE
CANTRELL
SANDRA
ROQUEMORE
COE
MARGARET
WOOD
CRAIG
TAMMY
PURCHASING
CUNNINGHAM
ROSEANNE
POPE
DE LOS SANTOS
HELEN
JOHNS
DOLLINS
LINDA
MOORE
EARNEST
LINDA
MILLER
ELLIOTT
CINDY
COREY
FLETCHER
TAMEKA
ROQUEMORE
FLORES
SHELLEY
ADAMS
FORD
KARLA
SHORT
GANT
LESLIE
AMOS
GILL
ROBERT
BOWIE
GONZALEZ
IRIS
CROUCH
GRAVEN
CAROL
BARNETT
GREEBON
JACQUELYN
YOUNG
GRIFIN
LEANN
BERRY
HAIR
SHERYL
WILLIAMS
HARREL
LINDA
SAM HOUSTON
HOOVER
CHRISTINE
SEGUIN
HUERTA
NATALIE
THORNTON
IDIATA
TRACY
SEGUIN
JACKSON
ARTHUR
LAMAR
LUCIANO
BARBARA
BOWIE
MARTIN
ELIZABETH
ARLINGTON
MARTINEZ
MARYTONA
TRANSPORTATION
MITCHELL
LAKESHA
SAM HOUSTON
MONTEY
HOPE
BEBENSEE
MONTGOMERY
SUE
ATHERTON
MULLER
LYNDIA
ADMIN
PAYNE
BARBARA
WOOD
POTTER
BARBARA
PURCHASING
POWERS
SANDRA
KNOX
RANEY
KENNETH
HUTCHESON
ROBISON
JOHN
ARLINGTON
SALAZAR
HUGO
MORTON
SCHLESINGER
CAROL
BOLES
SCOTT
NILA
BOWIE
TITLE
TEACHER
CLERK
TEACHER
SP PATH
COUNSELOR
TEACHER
CTA
TEACHER
TEACHER
CLERK
BUYER
LIBRARIAN
CLERK
TEACHER
TEACHER
TEACHER
TEACHER
INST COACH
TEACHER
TEACHER
TEACHER
TEACHER
TEACHER
TEACHER
TEACHER
COUNSELOR
CTA
CLERK
TEACHER
CTA
TEACHER
TEACHER
TEACHER
DIRECTOR
TEACHER
TEACHER
TEACHER
SPEC
TEACHER
CLERK
NURSE
TEACHER
TEACHER
CLERK
TEACHER
CLERK
YRS
6
23
28
2
26
26
14
18
14
1
3
8
18
40
29
19
3
23
20
33
28
15
32
15
11
27
17
4
12
6
6
13
20
37
5
29
12
17
20
23
26
24
29
1
19
21
TAN
TARRER
TOMLIN
WILLIAMS
WOOD
CLINIC ASST
TEACHER
TEACHER
CTM
CLERK
4
6
35
18
10
GRACE
JULIE
PAMELA
LISA
MARY
ELLIS
ELLIS
BEBENSEE
WOOD
WORKMAN
42
CODE
3
26
26
26
26
43
5
26
26
5, 9
5
26
26
26
26
26
17
26
26
26
26
26
26
26
26
26
26
47
5
6
26
26
26
26
4
26
26
26
4
26
26
26
26
12
26
26
DATE
6/7/2014
8/29/2014
6/7/2014
6/7/2014
6/19/2014
6/7/2014
6/7/2014
12/20/2013
6/7/2014
6/13/2014
5/30/2014
3/17/2014
6/14/2014
6/7/2014
6/7/2014
6/7/2014
6/7/2014
10/31/2013
12/20/2013
12/20/2013
6/7/2014
6/7/2014
6/7/2014
6/7/2014
6/7/2014
3/21/2014
5/31/2014
6/9/2014
6/7/2014
6/7/2014
6/7/2014
6/7/2014
6/7/2014
8/29/2014
6/7/2014
6/7/2014
6/7/2014
5/31/2014
6/7/2014
1/31/2014
6/7/2014
6/7/2014
4/23/2014
6/13/2014
6/7/2014
6/6/2014
7
17
26
26
17
6/7/2014
6/7/2014
6/7/2014
6/13/2014
6/14/2014
43
TO:
Cindy Powell
Chief Financial Officer
FROM:
Sherry Ellis
Purchasing Coordinator
DATE:
June 26, 2014
Arlington ISD Pregnancy Related Services to accept cash donations from various donors for PEP
scholarships
$670.00
Arlington High School to accept a cash donation from the Arlington High School Golf Booster Club
$4,800.00
Arlington High School to accept a cash donation from the Arlington High School Cheerleaders Booster Club
$3,200.00
Arlington High School to accept cash donations from the Arlington High School Girls' Soccer Booster Club
$2,600.00
Arlington High School to accept a cash donation from Kathy Havins
$2,000.00
Arlington High School to accept a cash donation from the Arlington High School Choir Booster Club
$2,000.00
Arlington High School to accept a cash donation from the Arlington High School Band Booster Club
$1,600.00
Arlington High School to accept cash donations from the Arlington High School Baseball Booster Club
$1,250.00
Arlington High School to accept cash donations from the Arlington High School Tennis Booster Club
$1,117.60
Arlington High School to accept a cash donation from the Arlington Kiwanis Foundation
$1,100.00
Arlington High School to accept a cash donation from Alan Cornell Austin
$1,000.00
Arlington High School to accept a cash donation from the Arlington High School Backstage Booster Club
$1,000.00
Arlington High School to accept a cash donation from the Arlington High School Softball Booster Club
$500.00
Arlington High School to accept a cash donation from Jerry Fisher
$500.00
Arlington High School to accept a cash donation from the Vince Hagan Company
$500.00
Arlington High School to accept a cash donation from David & Carrie Moore
$500.00
Arlington High School to accept a cash donation from M.E. Wade Family Funeral Home, LP
$300.00
Arlington High School to accept a cash donation from the Bailey Junior High School PTA
$500.00
Bowie High School to accept a cash donation from American Classic Music Festivals
$1,000.00
Bowie High School to accept a cash donation from Jostens
$1,293.00
Lamar High School to accept a cash donation from the Lamar High School Choir Booster Club
44
$300.00
Cash Donations - June 26, 2014
Martin High School to accept cash donations from the Martin High School PTA
$22,000.00
Martin High School to accept cash donations from the Martin High School Boys' Soccer Booster Club
$5,919.50
Martin High School to accept a cash donation from the Toyota Dealer Match Program
$5,000.00
Martin High School to accept cash donations from the Martin High School Football Booster Club
$3,373.80
Martin High School to accept a cash donation from the Martin High School Golf Booster Club
$2,500.00
Martin High School to accept cash donations from the Martin High School Wrestling Booster Club
$2,000.00
Martin High School to accept a cash donation from the Martin High School Sundancers Booster Club
$2,000.00
Martin High School to accept a cash donation from the Martin High School Tri-Chapter FFA Booster Club
$839.54
Martin High School to accept cash donations from the Martin High School Cheerleading Booster Club
$600.35
Martin High School to accept a cash donation from the Martin High School Swimming & Diving Booster Club
$500.00
Martin High School to accept a cash donation from the University of Texas at Arlington
$480.38
Martin High School to accept a cash donation from Double "R" Transport & Farms, Inc.
$450.00
Sam Houston High School to accept a cash donation from the Arlington Tennis Association
$400.00
Sam Houston High School to accept a cash donation from Vi Hoang and Shawn Taylor
$315.00
Seguin High School to accept a cash donation from Spring In The Park Music Festival
$2,000.00
Bailey Junior High School to accept a cash donation from the Bailey Junior High School Boys' & Girls'
Athletic Booster Club
$5,000.00
Nichols Junior High School to accept a cash donation from the Nichols Junior High School Boys' Athletic
Booster Club
$1,050.00
Shackelford Junior High School to accept a cash donation from the Shackelford Junior High School Girls'
Athletic Booster Club
$1,644.00
Shackelford Junior High School to accept a cash donation from the Shackelford Junior High School PTA
$671.00
Adams Elementary School to accept a cash donation from the Texas Rangers Baseball Foundation
$5,000.00
Anderson Elementary School to accept a cash donation from the Arlington Woman's Club Travel Department
$1,000.00
Corey Elementary School to accept cash donations from the Corey Elementary School PTA
$2,400.00
Duff Elementary School to accept cash donations from the Duff Elementary School PTA
$11,576.55
Hill Elementary School to accept cash donations from Spring Creek Barbeque #1, LTD.
$2,300.00
Key Elementary School to accept a cash donation from Lifetouch National School Studios
$582.75
Miller Elementary School to accept a cash donation from Dr. Harry Froeschke
$1,000.00
Moore Elementary School to accept cash donations from the Moore Elementary School PTA
$2,056.44
45
Moore Elementary School to accept a cash donation from Kona Ice Lake Arlington
$298.60
Short Elementary School to accept a cash donation from the Short Elementary School PTA
$2,021.00
Swift Elementary School to accept a cash donation from Jiang Wang
$2,000.00
Swift Elementary School to accept a cash donation from the Arlington Woman's Club Travel Department
$1,000.00
Total
$115,709.51
Total to date in the 2013-2014 School Year
$1,196,474.98
Prior year total as of June 27, 2013
$1,180,966.18
Total for the year 2012-2013 School Year
$1,180,966.18
Tony Drollinger
Executive Director of Finance
46
47
Board Communique
RE:
RFP Number 14-71, Frozen and Refrigerated Staples
BOARD MEETING DATE:
FROM:
June 26, 2014
Sherry Ellis
RFP Number 14-71 is an annual contract for frozen and refrigerated staples for food
service inventory. The bids marked “not as specified” were rejected because of taste,
texture, appearance, product size, no sample submitted, missing product codes, and high
minimum shipment required. This bid has the option to renew for two additional oneyear periods.
It is recommended that the low bid meeting specifications be awarded the contract.
A detailed tabulation is available in the Superintendent’s office for review.
48
ARLINGTONINDEPENDENTSCHOOLDISTRICT
1203WestPioneerParkway
Arlington,Texas76013
TABULATIONSUMMARYͲRFP#14Ͳ71
FROZEN&REFRIGERATEDFOODͲ2014Ͳ15
EffectiveDates:July1,2014ͲJune30,2015
AWARDTOTAL
VENDOR
ADVANCESALES&MARKETING
$ 175,225.00
BRAUNBEEF
$ 444,044.05
CDHARTNETT
$ 400,793.15
CHGUENTHER
$ 243,000.00
FOSTERFARMS
$ 152,640.00
HIGHLINERFOODS
$ 185,500.00
J&JSNACKFOODS
$ 139,120.00
LAMBWESTON
$ 130,775.00
LECHIFOODS
$ 41,500.00
MASTERSDISTRIBUTION
$ 212,012.00
MICHAELSFOODS
$ 40,455.00
NORPAC
$ 9,576.00
RALCORP
$ 17,460.00
SCHWAN'SFOODSERVICE
$ 451,707.00
SYSCON.AMERICA
$ 206,274.20
TAMPAMAID
$ 42,400.00
TYSONPREPAREDFOODS
$ 71,770.50
REDGOLD
$ 44,440.00
ESTIMATEDANNUALEXPENDITURE
$ 3,100,000.00
49
Board Communique
RE:
Bid Number 14-77, Annual Contract for Spring Athletic Sports Supplies
BOARD MEETING DATE:
FROM:
June 26, 2014
Sherry Ellis
Bid Number 14-77 is an annual contract for spring athletic sports equipment and supplies
for the 2014-2015 school year. Only those items approved in the 2014-2015 operating
budget will be purchased from this bid. The equipment and supplies for this bid will be
bought for baseball, softball, basketball, golf, gymnastics, soccer, swimming, track and
wrestling. In addition to the item by item portion of the bid, vendors were asked to bid a
discount from their catalog, shelf price or price list. Items marked with an asterisk
indicate bids that do not meet specifications due to incorrect brand, incorrect item, and
incorrect size.
In accordance with Subchapter Z, section 271.901(b) of the Local Government Code
regarding tie bids, a tie bid drawing was held between Clarke Distributing Compay and
Golf Driving Range of Texas for Item #17, NXT Tour Golf Balls with Imprint – No Sub.
Golf Driving Range of Texas drew the lot marked “contract”.
Team Express, a resident bidder, was awarded the contract for Item #47, Hip Numbers.
MF Athletic submitted an identical bid; however, MF Athletic is not a resident bidder.
It is recommended that the low bids meeting specifications be awarded by line item, and
that all vendors submitting catalog bids be approved.
50
BID #14-77 Annual Contract for Spring Athletic Sports Supply Catalog
Effective Date: June 27, 2014 through June 26, 2015
VENDOR ID NUMBER:
14277000
1287
10276772
11915000
10277789
11398000
America
Team
Sports
Anaconda
Sports
Barcelona
Sporting
Goods
Bill Fritz
Sports
Aluminum
Athletic
10-S Tennis Equipment
(AAE)
VENDOR:
Supply
CATALOG BID - % DISCOUNT:
5%-10%
18%
Excludes
Crossbars,
Vaulting
Poles & Any
Special
Pricing
TERMS:
NET 30
NET 30
10%-40%
3%
0%-40%
NET 30
NET 30
NET 30
RESIDENT VENDOR:
ITEM QTY
ITEM DESCRIPTION
BASEBALL & SOFTBALL
1
1
dz Dudley Softball WT12 Thunder Official topgrade leather cover BSB4618 Official Game
Ball - No Sub
8411
11851000
5795
BSN Sports
Carey's
Sporting
Goods
Clarke
Distributing Co.
D&J Sports
10%
10% off
Catalog,
$50.00
Min.Order,
Inside
Delivery add
17% to PO
10%
0%
Prices are
wholesale.
25%
Discount
does not
apply to Pool
Equipment,
Custom
Items &
Awards
NET 30
NET 30
NET 30
NET 30
NET 30
NO
NO
NO
14-47255
REFERENCE NUMBER:
HUB VENDOR:
10800000
NO
NO
NO
NO
NO
NO
NO
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
District
District
District
District
District
District
District
District
District
District
$
64.75
$
57.96
$
64.50
$
65.99
2
1
dz
Pitching Machine Ball Softball Dimpled
White BSB7003 - No Sub
$
30.45
$
38.95
$
35.99
3
1
dz
Pitching Machine Ball Baseball Dimpled
$
24.50
$
29.95
$
29.99
4
1
ea
Thunderstick Training Bat T10-Adult 33" 37
oz - No Sub
$
52.50
$
45.90
5
1
ea
Thunderstick Training Bat F3 Fungo Bat
Aluminum 35" 22 oz. - No Sub
$
52.50
$
45.90
6
1
set
Hollywood Impact Base Set with Anchors
BSB5028 - No Sub
$
245.00
$
240.00
$
298.00
7
1
set
Hollywood Bases Quilted Top Set of 3 with
Anchors - No Sub
51
$
$
221.95
221.95
$
225.95
$
41.28
$
256.96
*$54.10
Incorrect
item
Page 1 - Prepared 6/16/2014 -SV
VENDOR ID NUMBER:
29855000
754
10276460
Golf Driving
Range of
Graphic
Texas
Connection
VENDOR: Flaghouse
TERMS:
10275269
2631000
Jerry's
Sporting
Goods
Lakeshore
Learning
Materials
10279648
Not Set Up
10277860
63265000
6341
MF Athletic
Neff
Motivation
Play To Win
Athletics
Pyramid
School
Products
Riddell
15%
w/except.
0%
20%
20%-35%
5%
10% w/except.
5%
NET 30
NET 30
NET 30
NET 30
Net 30
NET 30
NET 30
20% Discount
20% Off
does not
Champion
include
Sports, $50.00
custom items
Min.Order
or print wear
NET 30
NET 30
RESIDENT VENDOR:
NO
NET 30
#14-77
(ArlingtonISD)
REFERENCE NUMBER: 16GBYHUB
HUB VENDOR:
1%-23%
Catalog
Items,
1%-40%
Cloth &
Specialty
Items
NO
NO
NO
NO
NO
NO
NO
NO
NO
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
District
District
District
District
District
District
District
District
District
District
ITEM QTY
ITEM DESCRIPTION
BASEBALL & SOFTBALL
1
1
Ball - No Sub
$
58.45
2
1
dz
$
34.10
3
1
dz
$
29.10
4
1
ea
oz - No Sub
$
43.25
5
1
ea
$
43.25
6
1
set
BSB5028 - No Sub
$
224.50
7
1
set
Anchors - No Sub
$
224.50
*$125.50
Incorrect
Brand
52
VENDOR ID NUMBER:
VENDOR:
TERMS:
12696000
Ross
Athletic
Supply
RESIDENT VENDOR:
9739
11036000
13254000
Not Set Up
9278
25756000
6517
SA Sport
S&S
Worldwide
Soccer
Corner
Team
Express
Team Logo
Teamline
Sporting
Goods
Tennis
Shop
Visual
Impact
Specialties
15%
5%-40%
Orders under
$50.00 will
incure a
$7.50
service
charge
0%
10%
0%-20%
0%
0%
0%
18%
Catalog.
FOB/Drop
Ship in
Catalog will
be charged
shipping
NET 30
NET 30
NET 30
NET 30
NET 30
NET 30
NET 30
NET 30
NET 30
NO
NO
NO
NO
NO
NO
NO
#13-91
Arlington ISD
REFERENCE NUMBER:
HUB VENDOR:
10275629
NO
NO
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Texas
District
District
District
District
District
District
District
District
District
ITEM QTY
ITEM DESCRIPTION
BASEBALL & SOFTBALL
1
1
Ball - No Sub
$
$
51.09
51.09
$
58.00
2
1
dz
$
$
26.55
26.55
$
36.00
3
1
dz
$
$
18.93
18.93
$
46.00
4
1
ea
oz - No Sub
$
$
37.50
37.50
$
60.00
5
1
ea
$
$
37.50
37.50
$
60.00
6
1
set
BSB5028 - No Sub
$
260.00
7
1
set
Anchors - No Sub
$
280.00
*$122.75
incorrect
item
53
$
$
206.22
206.22
VENDOR ID NUMBER:
8
1
set
BASKETBALL
9
1
ea
14277000
1287
Aluminum
Athletic
(AAE)
VENDOR:
Supply
Molded Rubber Base Plugs set of 3
BSB4784 - No Sub
10276772
11915000
10277789
11398000
America
Team
Sports
$
23.50
Anaconda
Sports
Barcelona
Sporting
Goods
$
10.50
Bill Fritz
Sports
Wilson NCAA Center court Composite Men's
Basketball - No Sub
$
19.10
$
19.10
10
1
ea
Wilson NCAA Center court Composite
Women's Basketball - No Sub
11
1
ea
Wilson Soution Wide Seam Women's
Basketball - No Sub
$
55.00
$
58.95
$
59.50
12
1
ea
Bison Duraskin Backboard Padding to fit all
72" Wide Glass Backboard. Kit Includes
Mounting Hardware. School Colors. Sold
EACH BKB4868 - No Sub
$
165.00
$
149.00
$
149.75
$
13
1
ea
$
189.95
$
208.30
14
1
ea
1000 Scholastic Breakaway goal front mount
5/8"x18" rim to accommodate 42"&48"
rectangular and fan shaped backboards
BKB9702 -No Sub
$
229.00
$
174.50
GOLF
15
1
dz
Bridgestone Tour B330-S - Golf Ball Ball
with Imprint - No Sub
$
43.95
16
1
dz
Bridgestone Lady Golf Balls - with Imprint No Sub
$
23.95
17
1
dz
NXT Tour Golf Balls with Imprint - No Sub
$
36.85
dz
ProV1 Golf Balls with Imprint - No Sub
$
48.75
dz
Titelist Velocity Golf Balls with Imprint- No
Sub
$
31.85
18
19
1
2000+ Collegiate goal front mount 5/8" x 18"
rim to fit most 42" & 48" rectangular and fanshaped backboards BKB9703 - No Sub
10800000
8411
Carey's
Sporting
Goods
BSN Sports
$
8.99
$
59.49
143.99
$
144.98
$
149.99
$
257.00
$
180.39
$
244.95
$
223.00
$
155.99
$
194.95
11851000
5795
Clarke
Distributing Co.
D&J Sports
$
27.00
Tie Bid
$
37.00
$
37.00
54
VENDOR ID NUMBER:
8
1
set
BASKETBALL
9
1
ea
29855000
754
10276460
Golf Driving
Range of
Graphic
Texas
Connection
VENDOR: Flaghouse
$
86.19
BSB4784 - No Sub
10275269
2631000
Jerry's
Sporting
Goods
$
8.85
Lakeshore
Learning
Materials
1
ea
11
1
ea
Basketball - No Sub
$
64.77
$
52.25
12
1
ea
$
138.32
$
142.10
13
1
ea
14
1
ea
BKB9702 -No Sub
GOLF
15
1
dz
$
$
35.25
35.25
$
57.00
16
1
dz
$
$
18.25
18.25
$
39.00
17
1
dz
49.00
27.00
27.00
37.75
$
dz
$
$
$
$
60.00
dz
Sub
$
$
22.00
22.00
$
48.00
55
19
1
Not Set Up
10277860
63265000
6341
MF Athletic
Neff
Motivation
Play To Win
Athletics
Pyramid
School
Products
Riddell
Basketball - No Sub
10
18
10279648
*$89.37
incorrect
item
$
231.42
VENDOR ID NUMBER:
8
1
set
BASKETBALL
9
1
ea
VENDOR:
BSB4784 - No Sub
12696000
Ross
Athletic
Supply
10275629
9739
11036000
13254000
SA Sport
S&S
Worldwide
Soccer
Corner
Team
Express
$
8.66
$
8.66
9278
25756000
6517
Teamline
Sporting
Goods
$
18.00
Tennis
Shop
Visual
Impact
Specialties
Not Set Up
Team Logo
Basketball - No Sub
$
$
15.39
15.39
$
40.00
10
1
ea
$
$
14.76
14.76
$
40.00
11
1
ea
Basketball - No Sub
$
$
47.82
47.82
$
50.00
12
1
ea
$
$
130.00
130.00
$
162.00
13
1
ea
14
1
ea
BKB9702 -No Sub
GOLF
15
1
dz
16
1
17
1
18
19
1
$
176.29
$
$
139.60
139.60
*$80.00
Incorrect
Item
$
160.00
$
42.00
dz
$
24.00
dz
$
39.00
dz
$
49.00
dz
Sub
$
36.00
56
VENDOR ID NUMBER:
14277000
1287
Aluminum
Athletic
(AAE)
VENDOR:
Supply
10276772
11915000
10277789
11398000
America
Team
Sports
Anaconda
Sports
Barcelona
Sporting
Goods
Bill Fritz
Sports
$
$
$
$
27.92
27.92
34.95
$
58.60
$
3.25
26.95
10800000
8411
11851000
5795
BSN Sports
Carey's
Sporting
Goods
Clarke
Distributing Co.
D&J Sports
GYMNASTICS
20
1
case Chinese Chalk Case 36 Pounds
21
ea
24" x 48" x 36" Spotting Block
22
ea
24" X 48" X 24" Spotting Block.
set
Corner Flags, set of 4
SOCCER
23
1
$
75.00
$
58.50
24
1
ea
Adidas adipure NFHS Competition ball #
V42326 - No Sub
$
31.25
25
1
ea
Baden SX751-CPL Perfection Elite Soccer
Ball - UIL Official Game Ball for Texas High
Schools No Sub
$
53.15
26
1
ea
Kwik Goal Captains Arm Bands - No Sub
27
1
ea
Xara Practice Soccer Balls Size 5 HKM No
Sub
$
$
31.75
$
33.50
$
11.95
$
8.95
$
36.90
$
28
1
ea
Xara NFHS Game Soccer Balls #5 UMMM
No Sub
29
1
ea
Adidas NFHS 11 Pro #5 Game Ball - No
Sub
$
31.25
30
1
ea
Adidas Predator Glider #5 Practice Soccer
Balls AMM No Sub
$
12.00
31
1
ea
Ball Bags - 24" x 48" - Mesh, Drawstring school colors
32
1
bag
Kwik Goal Net Clips: 10B3201 50 Clips - No
Sub
ea
Kick Boards Nel. 19.5x12x1.5 Various Colors
SWIMMING
33
1
$
$
33.75
2.65
33.75
32.95
$
59.00
$
$
39.98
57.98
$
35.00
$
53.12
$
14.99
$
14.99
$
27.99
$
14.00
*$2.41
Incorrect
size
$
58.00
$
34.98
$
$
4.98
4.98
$
8.00
57
VENDOR ID NUMBER:
29855000
754
10276460
Golf Driving
Range of
Graphic
Texas
Connection
VENDOR: Flaghouse
10275269
2631000
Jerry's
Sporting
Goods
Lakeshore
Learning
Materials
10279648
Not Set Up
10277860
63265000
6341
MF Athletic
Neff
Motivation
Play To Win
Athletics
Pyramid
School
Products
Riddell
GYMNASTICS
20
1
21
ea
22
ea
set
SOCCER
23
1
$
162.50
24
1
ea
V42326 - No Sub
25
1
ea
Schools No Sub
$
55.25
26
1
ea
$
2.75
27
1
ea
Sub
$
24.10
28
1
ea
No Sub
$
29.60
29
1
ea
Sub
30
1
ea
Balls AMM No Sub
31
1
ea
$
6.90
32
1
bag
Sub
$
32.70
ea
SWIMMING
33
1
$
9.25
$
39.86
$
6.93
58
VENDOR ID NUMBER:
12696000
Ross
Athletic
Supply
VENDOR:
GYMNASTICS
20
1
21
ea
22
ea
set
SOCCER
23
1
$
$
$
$
$
$
280.00
280.00
712.00
712.00
577.00
577.00
10275629
9739
11036000
13254000
SA Sport
S&S
Worldwide
Soccer
Corner
Team
Express
$
300.00
$
590.00
$
69.09
$
95.00
$
49.50
24
1
ea
V42326 - No Sub
$
$
26.50
26.50
$
27.36
25
1
ea
Schools No Sub
$
62.00
$
$
48.45
48.45
26
1
ea
$
3.65
$
$
1.85
1.85
27
1
ea
Sub
$
19.50
28
1
ea
No Sub
$
$
25.75
25.75
29
1
ea
Sub
$
$
27.36
27.36
30
1
ea
Balls AMM No Sub
31
1
ea
32
1
bag
Sub
ea
SWIMMING
33
1
$
6.13
$
$
9.25
9.25
$
13.68
$
4.25
$
$
3.66
3.66
$
34.25
$
$
28.20
28.20
Not Set Up
9278
25756000
6517
Team Logo
Teamline
Sporting
Goods
Tennis
Shop
Visual
Impact
Specialties
59
VENDOR ID NUMBER:
14277000
1287
Aluminum
Athletic
(AAE)
VENDOR:
Supply
Pull Buoys 3x5 3/8 Hole Black/White
10276772
11915000
10277789
11398000
America
Team
Sports
Anaconda
Sports
Barcelona
Sporting
Goods
Bill Fritz
Sports
34
1
ea
35
1
ea
Speedo Latex Cap - School Colors - No Logo
- No Sub
36
1
ea
Strokemaker Hand Paddle in colors - No Sub
box
.22 Cal Blanks - Box of 50
$
22.00
$
12.85
44.90
44.90
9.85
TRACK
37
1
1
box
$
45.00
39
1
bag
1/4" Pyramid Spikes - 100/BAG
$
8.50
$
$
$
40
1
bag
3/8" Pyramid Spikes
$
9.00
$
9.85
41
1
ea
Fiberglass Measuring Tape - 165' -50M
$
13.75
$
8.95
42
1
ea
$
15.25
$
43
1
ea
$
19.00
44
1
ea
$
45
1
ea
46
1
set
Hip numbers 25 each lanes 10-18 - Adhesive
47
1
set
set
11851000
BSN Sports
Carey's
Sporting
Goods
Clarke
Distributing Co.
$
8.49
10.90
$
$
$
8.43
8.43
11.41
$
16.85
$
16.98
11.75
$
6.90
$
9.95
$
4.69
$
$
$
$
5.91
5.91
3.86
3.86
$
94.98
49
1
ea
Starting Blocks
$
72.00
$
112.00
50
1
ea
Robic Triple Timer SC888 - No Sub
$
38.00
$
$
34.95
34.95
WRESTLING
51
1
ea
8411
5795
D&J Sports
$
7.50
$
7.50
$
2.95
$
2.95
$
$
38
58
10800000
$
$
$
11.50
11.50
45.00
$
7.99
15.00
15.00
Cliff Keen Stop Watch SW1 - No Sub
60
VENDOR ID NUMBER:
29855000
754
10276460
Golf Driving
Range of
Graphic
Texas
Connection
VENDOR: Flaghouse
10275269
2631000
Jerry's
Sporting
Goods
Lakeshore
Learning
Materials
10279648
Not Set Up
10277860
63265000
6341
MF Athletic
Neff
Motivation
Play To Win
Athletics
Pyramid
School
Products
Riddell
34
1
ea
35
1
ea
- No Sub
36
1
ea
box
$
18.35
$
17.00
TRACK
37
1
38
1
box
$
62.10
$
46.00
39
1
bag
$
7.95
$
8.00
40
1
bag
3/8" Pyramid Spikes
$
8.55
$
8.00
41
1
ea
$
24.30
$
17.00
$
11.74
42
1
ea
$
30.35
$
22.00
$
14.91
43
1
ea
$
49.75
$
33.00
$
22.00
44
1
ea
$
14.70
$
12.00
$
8.74
45
1
ea
$
9.30
$
11.00
$
6.05
46
1
set
$
19.50
47
1
set
$
19.50
$
$
$
set
$
15.60
12.95
12.95
15.95
Tie Bid
$
95.95
$
$
71.54
58
49
1
ea
Starting Blocks
$
79.60
50
1
ea
$
38.95
WRESTLING
51
1
ea
84.95
61
VENDOR ID NUMBER:
VENDOR:
12696000
Ross
Athletic
Supply
10275629
9739
11036000
13254000
SA Sport
S&S
Worldwide
Soccer
Corner
Team
Express
Not Set Up
9278
25756000
6517
Team Logo
Teamline
Sporting
Goods
Tennis
Shop
Visual
Impact
Specialties
34
1
ea
35
1
ea
- No Sub
36
1
ea
box
$
16.50
$
18.00
TRACK
37
1
38
1
box
$
57.50
$
55.00
39
1
bag
8.00
1
bag
3/8" Pyramid Spikes
$
8.00
41
1
ea
7.35
7.35
7.80
7.80
8.95
$
40
$
$
$
$
$
$
25.00
42
1
ea
35.00
1
ea
$
50.00
44
1
ea
10.65
10.65
15.75
15.75
7.10
$
43
$
$
$
$
$
$
17.00
45
1
ea
$
4.35
$
12.00
46
1
set
$
15.95
$
32.00
47
1
set
32.00
15.95
15.95
11.45
11.45
59.75
59.75
$
set
$
$
$
$
$
$
$
32.00
$
115.00
$
$
70.00
70.00
58
49
1
ea
Starting Blocks
50
1
ea
WRESTLING
51
1
ea
62
VENDOR ID NUMBER:
14277000
1287
Aluminum
Athletic
(AAE)
VENDOR:
Supply
52
1
ea
Cliff Keen Hair Slickers - No Sub
53
1
gal
Cramer Mat Cleaner 1 Gallon - No Sub
54
1
ea
First Choice Mat Mopping System
Bucketless Mop 21" - No Sub
55
1
cs
Mat Tape 3' X 84" 24 Rolls per case
TOTALS:
10276772
America
Team
Sports
$
14.95
$
14.95
$
$0.00
$0.00
11915000
10277789
11398000
Anaconda
Sports
Barcelona
Sporting
Goods
$
19.90
Bill Fritz
Sports
189.50
$14.95
ESTIMATED GRAND TOTAL:
$
$221.95
169.00
$107.77
$
$0.00
10800000
8411
11851000
5795
BSN Sports
Carey's
Sporting
Goods
Clarke
Distributing Co.
D&J Sports
$
42.98
$
$
119.52
119.52
$142.70
$26.49
$37.00
$25.45
605,000.00
63
VENDOR ID NUMBER:
29855000
754
10276460
10275269
2631000
Lakeshore
Learning
Materials
10279648
Not Set Up
10277860
63265000
6341
MF Athletic
Neff
Motivation
Play To Win
Athletics
Pyramid
School
Products
Riddell
52
1
ea
Jerry's
Sporting
Goods
$
16.20
53
1
gal
$
55.70
54
1
ea
$
$
$
$
24.00
24.00
75.00
75.00
55
1
cs
$
193.45
$
200.00
Golf Driving
Range of
Graphic
Texas
Connection
VENDOR: Flaghouse
TOTALS:
$0.00
$102.50
$0.00
$0.00
$0.00
$12.95
$0.00
$99.00
$
158.98
$1,569.00
$0.00
64
VENDOR ID NUMBER:
12696000
Ross
Athletic
Supply
10275629
9739
11036000
13254000
SA Sport
S&S
Worldwide
Soccer
Corner
52
1
ea
Team
Express
$
15.50
53
1
gal
$
53.44
54
1
ea
55
1
cs
$
186.00
VENDOR:
TOTALS:
$1,569.00
$0.00
$139.60
$61.50
Not Set Up
9278
25756000
6517
Team Logo
Teamline
Sporting
Goods
Tennis
Shop
Visual
Impact
Specialties
$902.64
65
Board Communique
RE:
Bid Number 15-02 Music Supplies, Equipment & Sheet Music
BOARD MEETING DATE:
FROM:
June 26, 2014
Sherry Ellis
Bid Number 15-02 is an annual contract for music supplies and sheet music. Vendors
were asked to bid a discount from their catalog, shelf price or price list. Examples of
music supplies that may be purchased from this bid are bows, mouthpieces, song books,
strings, cases, and reeds.
It is recommended that all vendors submitting catalog bids be approved so that a wide
variety of materials and supplies will be available to music teachers.
66
1203 West Pioneer Parkway
Arlington, Texas 76013
TABULATION ‐ BID NO. 15‐02
MUSIC SUPPLIES, EQUIPMENT & SHEET MUSIC ‐ 2013‐14
Effective Dates: July 1, 2014 ‐ June 30, 2015
DESCRIPTION
TERMS
RESIDENT VENDOR:
HUB VENDOR:
BROOK MAYS MUSIC (Includes Dallas & Arlington locations)
CD GOSPEL.NET INC.
GUITAR CENTER
Net 30
Net 30
Net 30
Texas
Texas
District
Texas
District
INTERSTATE MUSIC
Net 30
Texas
District
District
No
Yes
No
No
0%
0%
No
No
3 ‐ 15%
15%
Yes ‐ $25.00
None
Varies
Varies
None
None
Varies
Varies
Yes ‐ Choral Music 5 copies
Yes
Vendor Number Contact
Telephone Number
Fax Number
e‐mail Address ‐ Correspondence
e‐mail Address ‐ Purchase Orders
14523000
Ted Scheivlbein
817‐468‐1500/214‐905‐4950
214‐905‐5031
[email protected]
[email protected]
N/A
T. Jacquet
214‐224‐0995
866‐622‐0656
[email protected]
Same
10277896
B. Drummond
817‐277‐3510
817‐795‐9596
[email protected]
Same
10277896
Bruce Drummond
817‐277‐3510
817‐735‐9596
[email protected]
Same
DESCRIPTION
JACK RASMUSSEN "LUTHIER"
J W PEPPER
Net 30
LONE STAR PERCUSSION
Net 30
LUCK'S MUSIC LIBRARY
Net 30
Discount from Catalog Price
Discount from Publishers Price
Minimum Order
Shipping Charge
TERMS
RESIDENT VENDOR:
HUB VENDOR:
Minimum Order
Shipping Charge
Vendor Number
Contact
Telephone Number
Fax Number
Texas
Texas
District
Texas
District
Net 30
Texas
District
District
No
No
No
No
10 ‐ 50%
10% sheet music
No
No
0%
0%
No
Yes
5 ‐ 60%
5 ‐ 60%
No
Yes
10% with $50 minimum
11977000
Jack Rasmussen
817‐548‐9820
817‐548‐1242
[email protected]
Same
298000
Luana Marler
817‐589‐5980
817‐595‐1826
[email protected]
Same
3465000
Chavez Lowe
214‐340‐0835
214‐340‐0861
[email protected]
[email protected]
48875000
Mary Wicks Cutshall
800‐348‐8749 ‐ X‐111
248‐583‐1820
[email protected]
Same
Tabulation ‐ Bid No. 15‐02
Music Supplies, Equipment Sheet Music
67
Page 1
Yes ‐ $10
Yes
DESCRIPTION
MR. E'S MUSIC (Includes Arlington, Bedford, Ft. Worth Hulen Locations)
TERMS
Net 30
Texas
RESIDENT District
VENDOR:
No
HUB VENDOR:
Minimum Order
Shipping Charge
Vendor Number
Contact
Telephone Number
Fax Number
NEMC ‐ NATIONAL EDUCATIONAL MUSIC COMPANY
Net 30
Texas
Texas
Texas
District
District
District
No
No
0%
None
None
0 ‐ 60%
0 ‐ 25%
Yes Yes ‐ $25 for free shipping
No
None
0 ‐ 50%
N/A
None
Included in pricing
13895000
Michael Burgess
817‐595‐1910
N/A
mburgess@mr‐e‐music.com
Same
13357000 (Dallas Location)
Trey Smith
214‐267‐2100 X‐301
214‐267‐2106
[email protected]
Same
54815000
K. Graham
800‐445‐0649
866‐943‐8906
[email protected]
N/A
7519
Rob Notoris
908‐232‐6700 ‐ X211
800‐772‐8404
[email protected]
[email protected]
PENDERS MUSIC
Net 30
PERIPOLE, INC.
Net 30
RHYTHM BAND
Net 30
RIVARD BROTHERS
Net 30
0 ‐ 10%
DESCRIPTION
TERMS
RESIDENT VENDOR:
HUB VENDOR:
MUSIC IN MOTION
Net 30
No
Minimum Order
Shipping Charge
Vendor Number
Contact
Telephone Number
Fax Number
MUSIC & ARTS CENTER
Net 30
Texas
Texas
Texas
Texas
District
District
District
District
No
No
No
No
0%
0%
No
Yes
0 ‐ 5% with exceptions
5 ‐ 15%
No
Yes
No
Yes
0 ‐ 40%
0 ‐ 40%
No
No
60375000
Richard Gore
800‐772‐5918
800‐772‐8404
[email protected]
Same
3531
Carol Lund
800‐443‐3592
888‐724‐6733
[email protected]
Same
10277897
Irena Martin
800‐424‐4724
800‐784‐9401
[email protected]
Same
9745
Dana Rivard
817‐459‐2263
871‐459‐2285
[email protected]
Same
68
Page 2
DESCRIPTION
TERMS
RESIDENT VENDOR:
HUB VENDOR:
SAM ASH QUIKSHIP Net 30
RBC MUSIC
Net 30
SHAR PRODUCTS CO.
Net 30
SOUTHWEST STRINGS
Net 30
Texas
Texas
Texas
Texas
District
District
District
District
No
No
No
No
10%
10%
No
Yes
Varies
Varies
Yes ‐ $50
No
10%
20% ‐ Sheet Music only
No
Yes
0 ‐ 10%
N/A
None
Yes
Vendor Number
Contact
Telephone Number
Fax Number
7565000
Don Bierschenk
800‐548‐0917
201‐736‐2919
[email protected]
Same
10277238
Mark McCarty
800‐472‐6274
800‐472‐6274
[email protected]
[email protected]
7473000
Paula Leshkevich
866‐742‐7261
800‐997‐8723
[email protected]
Same
3285
Tiffany Johnson
800‐528‐3430
800‐528‐3470
[email protected]
Same
DESCRIPTION
STRING CONNECTION
Net 30
SUZUKI MUSIC USA
Net 30
SWEET PIPES INC
Net 30
UNIVERSAL MELODY SERVICES
Net 30
Minimum Order
Shipping Charge
TERMS
RESIDENT VENDOR:
HUB VENDOR:
Minimum Order
Shipping Charge
Vendor Number
Contact
Telephone Number
Fax Number
Texas
Texas
Texas
Texas
District
District
District
District
No
No
No
No
Varies
Varies
No
No
15%
0%
None
Yes
10% with $200 min. for free shipping
N/A
No
Yes ‐ $10
0%
0%
No
Yes
101937
Donald Simpson
817‐561‐2510
817‐855‐0049
[email protected]
Same
10277907
Tiffany Johnson
800‐854‐1594
619‐258‐1896
[email protected]
Same
100604
Laura Bergin
817‐277‐9922
817‐277‐9933
[email protected]
Same
N/A
Jim Juengerman
800‐637‐8966
214‐905‐4964
[email protected]
N/A
69
Page 3
DESCRIPTION
TERMS
RESIDENT VENDOR:
HUB VENDOR:
WENGER CORP.
Net 30
WASHINGTON MUSIC CENTER
Net 30
WEST MUSIC COMPANY
Net 30
WOODWIND & BRASSWIND
Net 30
Texas
Texas
Texas
Texas
District
District
District
District
No
No
No
No
Minimum Order
Shipping Charge
0 ‐ 60%
N/A
Yes
Yes ‐ $75 for free shipping
2%
N/A
No
Yes
Varies
N/A
No
Yes
3% for orders < $500; Call for orders > 20% ‐ Sheet Music & Books
No
No
Vendor Number
Contact
Telephone Number
Fax Number
100604
Dennis Parker
301‐946‐8808
301‐946‐0487
[email protected]
[email protected]
87080000
Vanessa Jensen
800‐733‐0393 ‐ X298
507‐455‐4258
[email protected]
Same
87235000
Beth Villhauer
800‐397‐9378
88‐470‐3942
[email protected]
Same
10277908
Greg Spretnjak
800‐346‐4448
800‐226‐5962
[email protected]
Same
DESCRIPTION
TERMS
RESIDENT VENDOR:
HUB VENDOR:
Minimum Order
Shipping Charge
Vendor Number
Contact
Email Address
zZOUNDS MUSIC
Net 30
Texas
District
No
15% with exceptions
Varies
No
Shipping added for Wenger brand items. N/A
Christopher Chella
888‐486‐6338
312‐276‐0186
[email protected]
[email protected]
ESTIMATED ANNUAL EXPENDITURE
$130,000.00
70
Page 4
Board Communique
RE:
Bid Number 15-06 Copier Paper
BOARD MEETING DATE: June 26, 2014
FROM: Sherry Ellis
Bid Number 15-06 is a quarterly contract for dual purpose copier paper. This paper is used throughout
the District for printing a variety of items including, but not limited to, correspondence, lesson plans,
tests, worksheets, and workbooks. The item marked with an asterisk was not as specified per the bid.
It is recommended that the low bid meeting specifications be awarded the contract.
71
4685000
5716
10276427
NET 30
NET 30
NET 30
Texas
Texas
Texas
District
District
District
RESIDENT
VENDOR:
STOCK #
01.35.0320
NO
HUB VENDOR:
DESCRIPTION
Copier Paper, Dual Purpose, 8.5" X 11".
True 20#, #4 Sulphite, White, 92
Brightness, 500 sheets/ream, 10
reams/carton
QTY ESTIMATE
6,720 CTN
NO
PRICE
$
$
25.50
White IP
Internation
Mill: al Paper
Mill Location: Alabama
AWARDED VENDOR
4-5 days
$
Estimated Total Amount:
*Not as Specified
72
NO
PRICE
Brand: Xerographic
Delivery Time ARO:
24.19
PRICE
$
24.70*
Comet
Soperset
Copy
Asia Pulp
& Paper
Sopercel
Indonesia
Portugal
7 days
5-7 days
192,000.00
BR
W
W
es
te
rn
Un
iso
ur
ce
Pa
pe
r
OK
VENDOR:
VENDOR ID
NUMBER:
TERMS:
Pa
pe
r
id
e
Copier Paper
W
or
ld
w
BID# 15-06
Board Communique
RE:
Bid Number 15-07 - Annual Contract for Charter Bus Service
BOARD MEETING DATE:
June 26, 2014
FROM: Sherry Ellis
Bid Number 15-07 is an annual contract for charter bus service. The Special Trips Coordinator
will select the charter based on passenger size requested, length of trip, price and availability.
Vendor marked not as specified did not submit bid in sealed envelope as required.
It is recommended all bidders meeting specifications be approved so that a number of charters
will be available to provide special transportation services.
73
nc
.
NET 30
TERMS:
YES
HUB VENDOR:
RESIDENT
VENDOR:
Texas
NA
NA
Charge per hour for trip less than minimum hours (5 hrs)
Charge per hour for trip exceeding minimum hours
Additional Comments/Charges
Certificate of Insurance as Specified
DOT (Department of Transportation) Rating
In
c.
oa
ch
es
,
St
ar
C
Co
ac
h
ut
iv
e
Lo
ne
Da
n
15441000
6371
NET 30
NET 30
NET 30
NO
NO
Texas
District
Price/Hr
*E
xe
c
Di
pe
r
Bu
s
n
to
w
3011000
2% 15 days after
Trip/NET 30
NO
District
38 - 53 Passenger Bus
55-57 Passenger Bus
5981
Price/Hr
Co
w
2771
tC
oa
ch
es
Ch
ar
te
as
,
Te
x
of
es
t
Ce
nt
ra
lW
VENDOR:
VENDOR ID
NUMBER:
DESCRIPTION
24-36 Passenger Bus
rs
,I
In
c.
BID # 15-07
Annual Contract for
Charter Bus Service
NO
Texas
Texas
Texas
District
District
District
Price/Hr
Price/Hr
Price/Hr
$
$
65.00
70.00
$
$
60.00
70.00
$
$
125.50
71.50
$
$
81.88
75.19
$
$
65.00
70.00
$
$
60.00
70.00
$
$
137.00
80.50
$
$
81.88
82.40
$
$
65.00
75.00
$
$
60.00
70.00
$
$
137.00
80.50
AISD Pays: Tolls $2.65 per Toll/live
or D/H, Drivers
AISD to pay all driver
AISD will be
overnight charge
lodging; parking fees; responsible for
$30.00 per night &
road tolls; DFW airport driver lodging
drivers rooms if we
script; entrance fees;
on overnight
book. $110/night.
hotels and special
charters, as
Driver exchanges
assessments and driver well as any tolls
subject to distance.
changes.
or parking fees.
Parking fees,
Airport transfers
$10/trip
Driver changes will vary
in price due to mileage,
group is responsible for
the drivers single room
lodging, any parking
fees or permits required.
Wi-Fi and 110 outlets
available for a flat rate
of $25 per charter.
YES
YES
YES
YES
Satisfactory
Satisfactory
Satisfactory
Satisfactory
* Vendor Marked Not As Specified
Estimated Total = $500,000
AWARDED VENDOR
74
Board Communique
RE:
Bid Number 15-09, Annual Contract for Instructional Materials, Supplies,
Services, and/or Consumables
BOARD MEETING DATE:
FROM:
June 26, 2014
Sherry Ellis
Bid Number 15-09 is for instructional materials, supplies, services, and/or consumables.
Vendors were asked to bid a discount from their catalog, shelf price or price list.
It is recommended that all vendors submitting catalog bids be approved so that a wide
variety of materials and supplies will be available to teachers.
75
VENDOR#
14830000
13393000
Not Set Up
Not Set Up
1443
Not Set Up
10279314
11248000
VENDOR
ABUELOS
Contact:
Adrian Ramos
Email:
[email protected]
Phone #:
214-356-9582
ACP DIRECT
Contact:
Lisa Austin
Email:
[email protected]
Phone #:
800-238-8009
ADVENTURES IN LEARNING - EL PASO
Contact:
Gregory Laufer
Email:
[email protected]
Phone #:
888-835-3695
ADVERTISING MATTERS (Vendor on another Bid)
Contact:
Email:
Phone #:
ALL STITCH LLC
Contact:
William Cohen
Email:
[email protected]
Phone #:
410-646-0382
ATTAINMENT COMPANY INC
Contact:
Brent Denu
Email: [email protected]
Phone #:
800-327-4269
AUDIO ENHANCEMENT INC
Contact:
Denton Anderson
Email:
[email protected]
Phone #:
800-383-9362
*BACKPACK GEAR INC
Contact:
Email:
Phone #:
BATTS AUDIO VIDEO AND LIGHTING INC
Contact:
Paul Jordan
Email:
[email protected]
Phone #:
903-463-3559
BE PUBLISHING
Contact:
Colleen Cooney
Email:
[email protected]
Phone #:
888-781-6921
76
DISCOUNT
FROM
CATALOG,
RESIDENT
PRICE LIST, OR MINIMUM
HUB
VENDOR VENDOR FREIGHT SHELF PRICE
ORDER
Texas
District
Texas
District
Texas
District
No
No
Varies
No
No
Yes
0% (Ref Bid
#15-09)
No
No
Yes
15%
No
No
No
0%
No
No
Yes
5%
No
No
Yes
10%
No
No
Yes
Varies
No
No
Yes
5% (Ref #RFP
5%CMC)
Yes
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
VENDOR#
10279155
100421
10275714
11634000
10279280
10279605
15306000
Not Set Up
Not Set Up
10275185
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
BEST BUY FOR BUSINESS
Jill Ranft
[email protected]
612-292-0251
B & H PHOTO VIDEO
Contact:
Nathan Hirshman
Email:
[email protected]
Phone #:
212-239-7503
BILINGUAL DICTIONARIES INC
Contact:
Alex Sesma
Phone #:
951-296-2445
BLUE STAR EDUCATION
Contact:
Gisela Cuellar
Phone #:
800-557-6241
BRANDED CUSTOM SPORTSWEAR
Contact:
David Menshini
Email:
[email protected]
Phone #:
913-663-6800
CALLOWAY HOUSE
Contact:
Rob Knarr
Email:
[email protected]
Phone #:
800-233-0290
CAREER CRUISING
Contact:
Jerome Martin
Email:
[email protected]
Phone #:
800-965-8541
CHEERLEADING COMPANY
Contact:
Eddie Knuth
Email:
[email protected]
Phone #:
800-411-4105
CHICK-FIL-A LITTLE ROAD
Contact:
Tiffany Hassler
Email:
[email protected]
Phone #:
817-483-0964
CHICK-FIL-A NORTH COLLINS
Contact:
Carmenza Moreno
Email:
[email protected]
Phone #:
817-548-7700
Contact:
Email:
Phone #:
77
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
Yes
0-15%
No
No
No
21%
No
No
Yes
Varies
No
No
Yes
Varies
No
No
Yes
0%
48 pcs
No
No >$70
15%
$70.00
No
No
Varies
No
No
Yes
Varies
Yes
No
No
0%
$200.00
No
No
0%
$100.00
VENDOR#
8636
Not Set Up
6718
Not Set Up
10837000
Not Set Up
Not Set Up
Not Set Up
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
CHICK-FIL-A SOUTH COOPER
Contact:
Wayne Hassler
Email:
[email protected]
Phone #:
817-465-6631
CHRISTAL VISION (Vendor on another Bid)
Contact:
Email:
Phone #:
CLASSWORKS
Contact:
Melissa Sinunu
Email:
[email protected]
Phone #:
888-841-4790
CONTINENTAL BOOK COMPANY
Contact:
Diana Johnson
Email:
[email protected]
Phone #:
800-364-0350
COSTUME CLOSET (THE)
Contact:
Michelle Davis
Email:
[email protected]
Phone #:
972-400-1282
DALCO ATHLETIC LETTERING CO INC
Contact:
Gene Feil
Email:
[email protected]
Phone #:
972-494-1455
DON EDUCATORS GROUP
Contact:
Akoete Koffi Donyo
Email:
[email protected]
Phone #:
469-855-4374
DOORWAY TO COLLEGE
Contact:
Julie Wasson
Email:
[email protected]
Phone #:
319-455-2764
D & S COMMUNICATIONS (Vendor on another Bid)
Contact:
Email:
Phone #:
EDUCATION DESIGNS UNLIMITED SERVICES
Contact:
Bernadette Williams
Email:
[email protected]
Phone #:
908-251-3314
78
Texas
District
No
No
Varies
No
No
No
10%
No
No
Yes
10%
No
No
Yes
0%
$100 Rental
No
Yes
0%
$20.00
No
No
Varies
No
No
Yes
0%
No
No
2% (Ref
#AISDEDUS201415)
$50,000.00
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
VENDOR#
10278765
4400
10275363
Not Set Up
10722000
Not Set Up
153
5819000
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
ETA HAND2MIND (Vendor on another Bid)
Contact:
Email:
Phone #:
EXPLORE LEARNING (Vendor on another Bid)
Contact:
Email:
Phone #:
FASTTRACK LEARNING
Contact:
Beatrice Williams
Email:
[email protected]
Phone #:
817-247-6198
FREESTYLE PHOTO SUPPLIES
Contact:
Kristina Loughery
Email:
[email protected]
Phone #:
800-292-6137
GBC ACCO BRANDS USA
Contact:
Gina Faso
Email:
[email protected]
Phone #:
847-796-4569
GENERAL DATATECH LP
Contact:
Wally Perez
Email:
[email protected]
Phone #:
214-857-6160
GRAPHIC SPORTS
Contact:
Mohammed Badruzzaman
Email:
[email protected]
Phone #:
817-921-5030
GUNICO SERVICE
Contact:
Jeffery Guinn
Email:
[email protected]
Phone #:
817-568-2866
HARCOURT OUTLINES INC
Contact:
Joe Harcourt
Email:
[email protected]
Phone #:
800-428-6584
HE CANNON FLORAL CO INC
Contact:
P Flynt
Email:
[email protected]
Phone #:
817-261-2731
79
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
No
Varies
No
No
Yes
0%
No
No
No
40% (Bid#1509)
No
No
No
0-70%
No
No
Yes
0%
No
No
No
0%
No
No
N/A
0%
$70.00
No
No
0%
No
VENDOR#
14531000
2470
1707
540
12970000
Not Set Up
8625
Not Set Up
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
HERFF JONES/NYSTROM
Contact:
Michael O'Connor
Email:
[email protected]
Phone #:
800-621-8086
HOUGHTON MIFFLIN (Vendor on another Bid)
Contact:
Email:
Phone #:
HOME DEPOT (THE)
Contact:
Bryan Crowe
Phone #:
817-472-2429
HOUSE OF RIBBONS
Contact:
Frances Rehfeld
Email:
houseofribbons@gmail
Phone #:
800-829-8909
HUMAN RELATIONS MEDIA
Contact:
Marnita Brown
Email:
[email protected]
Phone #:
800-431-2050
IB SOURCE
Contact:
Andrew Culley
Email:
[email protected]
Phone #:
312-224-2536
INDEPENDENT LIVING AIDS LLC
Contact:
Mindy Haberman
Email:
[email protected]
Phone #:
516-450-3829
INJOY PRODUCTIONS INC
Contact:
Gayle Minden
Email:
[email protected]
Phone #:
720-457-1622
INNOVATIVE LEARNING (Vendor on another Bid)
Contact:
Email:
Phone #:
INSIGHT INVESTMENTS
Contact:
Mike Corlee
Phone #:
714-702-1024
80
Texas
District
No
Yes
0% (Ref 1509)
N/A
No
No
0%
No
No
Yes
0%
$45.00
No
Yes
25%
No
No
No
0%
No
No
Yes <
$100
5%
No
No
Yes
15%
No
Yes
Varies
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
VENDOR#
Not Set Up
10280078
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
Contact:
Email:
Phone #:
Contact:
Email:
Phone #:
ITURITY LLC
Karl Schmidt
[email protected]
888-980-6624
ITUTORING.COM INC
Clint Ehlert
[email protected]
214-478-7258
*JASON'S DELI
Texas
District
Texas
District
606
1350000
101068
No
Varies
No
No
No
30%
Yes
No
Yes
0%
No
No
Yes
0%
No
No
Yes
10%
No
Yes
N/A
0%
No
Texas
Contact:
Email:
Phone #:
11855000
No
District
JOHN WILEY & SONS INC
Contact:
Lisa Culhane
Email:
[email protected]
Phone #:
201-748-6662
JONES SCHOOL SUPPLY
Contact:
Lisa Anderson
Email:
[email protected]
Phone #:
800-845-1807
JUNIOR LIBRARY GUILD (Vendor on another Bid)
Contact:
Email:
Phone #:
KAMICO INSTRUCTIONAL (Vendor on another Bid)
Contact:
Email:
Phone #:
KAYE PRODUCTS
Contact:
Tomika Nichols
Email:
[email protected]
Phone #:
919-732-6444
LAB RESOURCES INC
Contact:
Jessica Hooks
Email:
[email protected]
Phone #:
281-516-2200
LEARNING A-Z (Vendor on another Bid)
Contact:
Email:
Phone #:
81
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
VENDOR#
3710000
Not Set Up
10725000
Not Set Up
5109
10273427
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
LECTORUM PUBLICATIONS (Vendor on another Bid)
Contact:
Email:
Phone #:
LEE'S SCHOOL SUPPLIES INC
Contact:
Kathy McFarlane
Email:
[email protected]
Phone #:
800-833-5057
LIBERTY SOURCE LP
Contact:
Eduardo Barrera
Email:
[email protected]
Phone #:
512-433-2119
MADEIRA USA
Contact:
Andrew Carrasco
Email:
[email protected]
Phone #:
800-225-3001
MCALISTER'S DELI
Contact:
Emily Olive
Phone #:
817-465-3354
MPS (Vendor on another Bid)
Contact:
Email:
Phone #:
NASCO (Vendor on another Bid)
Contact:
Email:
Phone #:
NATIONAL EDUCATIONAL (Vendor on another Bid)
Contact:
Email:
Phone #:
NATIONAL READING STYLES INSTITUTE(NRSI)
Contact:
Juliet DiTroia
Email:
[email protected]
Phone #:
800-331-3117
NISSIN GROUP INC
Contact:
Lisa Keller
Email:
[email protected]
Phone #:
817-633-6685
82
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
Yes
0%
Yes (Gross)
Yes
No
25%
No
No
Yes
0%
No
No
No
Varies
$50 Delivery
No
Yes
0%
No
No
Yes
Varies
No
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
VENDOR#
10279325
Not Set Up
10276536
2922
Not Set Up
7849
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
NOTCINA CORP
Catherine Mattina
[email protected]
636-724-6400
OH! SEW COOL
Contact:
Diane Allen
Email:
[email protected]
Phone #:
817-462-5445
PATTERSON MEDICAL SUPPLY INC
Contact:
Ken Rossiter
Email:
ken.rossiter@patterson medical.com
Phone #:
800-323-5547
POSITIVE PROMOTIONS
Contact:
Mike Taxel
Email:
[email protected]
Phone #:
877-258-1225
PRECISION BUSINESS (Vendor on another Bid)
Contact:
Email:
Phone #:
QUILL CORPORATION (Vendor on another Bid)
Contact:
Email:
Phone #:
QUILT AMONG FRIENDS
Contact:
Juliane McCloud
Email:
[email protected]
Phone #:
817-795-0900
REALLY GOOD STUFF (Vendor on another Bid)
Contact:
Email:
Phone #:
REEDS SERVICES
Contact:
Arthur Reed Hunt
Email:
[email protected]
Phone #:
817-261-4432
RIVERSIDE PUBLISHING (Vendor on another Bid)
Contact:
Email:
Phone #:
Texas
Contact:
Email:
Phone #:
District
Texas
District
Texas
District
Texas
District
No
N/A
0%
No
No
Yes
10%
No
No
Yes
10%
No
No
No
5%
Yes
No
Yes
10%
$25.00
No
No
0% (Ref# 1509)
No
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
83
VENDOR#
11378000
10279196
4542
9739
10278469
11628000
Not Set Up
7639
2103000
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
SADDLEBACK (Vendor on another Bid)
Contact:
Email:
Phone #:
SALLY BEAUTY SUPPLY
Contact:
Edee Stallings
Email:
[email protected]
Phone #:
940-297-4718
SA-SO
Contact:
Emily Aulds
Email:
[email protected]
Phone #:
972-641-4911
SCHOLASTIC BOOK FAIRS
Contact:
Donna Hagan
Phone #:
800-792-2002
S & S WORLDWIDE
Contact:
Rachel Long
Email:
[email protected]
Phone #:
800-642-7354
STRAWBERRY STITCH CO
Contact:
Lisa Klutho
Email:
[email protected]
Phone #:
314-991-0707
SUPER TARGET
Contact:
Gary Heironimus
Email:
[email protected]
Phone #:
817-557-2177
SUPERIOR FIBER & DATA SERVICES INC
Contact:
Randy Fuller
Email:
[email protected]
Phone #:
972-245-6014
TAYLOR'S RENTAL
Contact:
Will Ed Wadley
Email:
[email protected]
Phone #:
817-332-5258
TEACHER CREATED MATERIALS
Contact:
Deanne Mendoza
Email:
[email protected]
Phone #:
714-891-2273
84
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
No
No
10-40%
No
Yes
Yes
10%
No
No
N/A
25%
No
No
No
18%
No
No
Yes
0%
No
No
No
Varies
No
Yes
No
Varies
No
No
Yes
0%
No
No
Yes
0%
No
VENDOR#
12454000
13254000
10933000
11529000
Not Set Up
13494000
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
TEACHER DIRECT
Bill Frieling
[email protected]
888-322-4377
TEAM EXPRESS
Contact:
Julie Goodman
Phone #:
361-550-3200
TEAMLINE (Vendor on another Bid)
Contact:
Email:
Phone #:
TRIUMPH LEARNING
Contact:
Maria Sanoguet
Email:
[email protected]
Phone #:
800-338-6519
US TOY/CONSTUCTIVE (Vendor on another Bid)
Contact:
Email:
Phone #:
VERNIER SOFTWARE (Vendor on another Bid)
Contact:
Email:
Phone #:
VISUAL LEARNING SYSTEMS
Contact:
Nancy Cannata
Phone #:
800-453-8481
VOYAGER SOPRIS LEARN (Vendor on another Bid)
Contact:
Email:
Phone #:
WHOLE FOODS MARKET
Contact:
Suzanne Hassing
Email:
[email protected]
Phone #:
817-461-9362
WOODCRAFT
Contact:
Dennis Furlow
Email:
[email protected]
Phone #:
682-334-1025
Contact:
Email:
Phone #:
85
Texas
District
Texas
District
No
Yes
5%
No
No
Yes
5-40% (Ref
#JG4F0695)
$50.00
No
Yes
3% (Ref
#ART150)
No
No
No
10%
No
No
No
0%
No
No
No
Varies
No
No
Yes
0%
No
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
Texas
District
VENDOR#
DISCOUNT
FROM
CATALOG,
RESIDENT
HUB
ORDER
VENDOR
ZANER-BLOSER INC (Vendor on another Bid)
Contact:
Email:
Phone #:
Texas
District
*Not as Specified - No Bid Form
ESTIMATED TOTAL
$1,000,000.00
86
87
Arlington Independent School District
Purchases Greater than $50,000 Exempt from Bid
Date: June 26, 2014
Control No.
AISD Department
Vendor Name/No.
14‐06‐26‐370
All Schools/Departments
Canon Solutions America (V#10278596)
14‐06‐26‐371
iStation (V#10276935)
14‐06‐26‐372
Multiple Vendors
14‐06‐26‐373
14‐06‐26‐374
Career & Technical Education
14‐06‐26‐375
Drop‐Out Prevention
Goods or Services
Oce Copier Maintenance
Estimated Amount DIR State Contract and TASB Buyboard $ 1,180,000.00 Contract (#DIR‐
SDD‐162 and #379‐11)
ISIP Early Reading, ISIP Advanced Reading, ISIP Espanol, ISIP Math and iStation Reading On‐Line $ 60,000.00 Program Purchase/Renewal
Staff Development, Consulting Services, $ 3,200,000.00
Evaluators, Speakers, Presenters, Etc.
Trinity Armored Security, Inc. (V#10273816)
Armored Car Service
88
Single Source Purchase
Professional Services
Exercising option to renew for first $ 121,000.00 contract year, as authorized under RFP #13‐90
Supplies, Registration, Kits, etc. for Project Lead Project Lead the Way the Way Classes at all High School and Junior High $ 100,000.00
(V#102043)
Schools
Edgenuity, Inc. Credit Recovery System Renewal
$ 175,000.00
(V#10277757)
Spreadsheet for Purchases Over $50,000 Exempt from Bid
Purchase Method
14‐06‐26‐376
Food and Nutrition Services
Caldwell Country Chevrolet (V#12238000) and Southwest International Trucks, Inc. (v#13144000)
14‐06‐26‐377
Food and Nutrition Services
ESC Region X and XI Multi‐Region Food, Supplies, and Small and Large Equipment
Cooperative (Multiple Vendors)
14‐06‐26‐378
Plant Services
Republic Services of Texas (V#10273722)
Plant Services
EFI Global, Inc. (V#10277683)
14‐06‐26‐380
Plant Services
1 Priority Environmental Services, Inc.; HP Enviro Vision; Horsley Specialties, Inc. (V#10277677)
14‐06‐26‐381
Secondary Instruction
Judith Linderman (V#10278595)
14‐06‐26‐379
Van and Refrigerated Box Truck Purchases
Waste Disposal Service
$ 122,833.00
TASB Buyboard Contract (Contract #430‐
13)
$ 915,935.00
Interlocal Agreement
$ 640,000.00
City of Arlington's Exclusive Agreement
Environmental Consulting Services
Exercising option to renew for first $ 263,000.00 contract year, as authorized under RFQ #13‐38
Asbestos Abatement Services
Exercising option to renew for second contract $ 395,000.00
year, as authorized under RFP #12‐54
External Campus Intervention Team (CIT) Duties ‐ $ 73,800.00
Judy Linderman to perform services
89
TEA Approved Professional Service Provider
14‐06‐26‐382
Special Education Department
Phonak Communications (V#9398)
Hearing Aid Parts, Supplies and/or Repairs
90
$ 120,000.00
91
2013‐2014 Final Amended Budget
General
Operating
Fund
Natural
Gas
Fund
Debt
Service
Fund
Construction
Fund
Enterprise
(Food Service)
Fund
Total
$ 213,171,370
254,930,907
2,135,000
470,237,277
$ 1,462,000
‐
‐
1,462,000
$ 50,579,012
3,699,874
579,932
54,858,818
$ 860,341
‐
‐
860,341
$ 5,692,113
181,000
‐ 5,873,113
$ 271,764,836
258,811,781
2,714,932
533,291,549
292,777,174
5,885,565
4,059,446
6,265,442
26,188,103
21,927,109
1,721,219
5,269,338
10,677,213
‐
9,016,252
7,486,083
45,212,950
5,313,921
8,526,356
448,598
937,946
2,807,167
180,000
7,642,264
1,788,084
464,130,230
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐ ‐
231,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
231,000
‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
‐ ‐ ‐
‐ ‐ ‐ ‐ 57,124,201
‐ ‐ ‐ ‐ 57,124,201
19,462,525
186,602
‐ ‐ ‐ ‐ ‐ ‐ 5,636,130
‐ 500,000
‐ 14,019,319
297,579
6,819,584
‐ 225,000
19,375,844
‐ ‐ ‐ 66,522,583
‐
‐
‐ ‐ ‐ ‐ ‐ ‐ ‐
31,040,265
‐
‐ 10,000
‐
‐
‐ ‐
‐
‐ ‐ ‐ 31,050,265
312,239,699
6,072,167
4,059,446
6,265,442
26,188,103
21,927,109
1,721,219
5,269,338
16,313,343
31,040,265
9,516,252
7,717,083
59,242,269
5,611,500
15,345,940
448,598
58,287,147
22,183,011
180,000
7,642,264
1,788,084
619,058,279
1,266,333
‐
‐
‐
78,444,849 17,830,000
(79,254,833) ‐
25,613,449
‐
123,154,631
(79,254,833)
Total Other
1,266,333
‐
(809,984) 17,830,000
25,613,449
43,899,798
Budgeted Surplus/(Deficit)
7,373,380
1,231,000
(3,075,367) (47,832,242) 436,297
Revenues
5700 Local & Intermediate Revenue
5800 State Program Revenue
5900 Federal Program Revenue
Total Revenues
Expenditures
Function
11
12
13
21
23
31
32
33
34
35
36
41
51
52
53
61
71
81
95
97
99
Instruction
Instructional Resources & Media Services
Curriculum & Staff Development
Instructional Administration
School Administration
Guidance & Counseling
Attendance & Social Work Service
Health Services
Pupil Transportation
Food Service
Extracurricular Activities
General Administration
Plant Maintenance & Operations
Security
Computer Processing
Community Services
Debt Service
Facility Acquisition & Construction
Student Tuition Non‐public Schools
Payments to TIF
Other Intergovernmental Charges
Total Expenditures
Other Resources/Uses
7000 Other Resources
8000 Other Uses
(41,866,932)
Beginning Fund Balance
156,291,281 24,099,660 17,991,873 60,302,255 18,511,725 277,196,794
Budgeted Ending Fund Balance
163,664,661 25,330,660 14,916,506 12,470,013 18,948,022 235,329,862
92
93
94
MEMORANDUM
TO:
Cindy Powell, Chief Financial Officer
FROM:
Bob Carlisle, Executive Director of Plant Services
DATE:
June 17, 2014
SUBJECT:
Guaranteed Maximum Price for Elementary School in the Eastern Portion of
Arlington I.S.D. (Timber Oaks Lane, Grand Prairie, Texas)
Balfour Beatty Construction has presented the Guaranteed Maximum Price for the
referenced project in the amount of $ 19,926,678.00. Balfour Beatty, A.I.S.D. Plant Services
Services staff and Corgan Architects have reviewed and analyzed all pricing and determined
the GMP represents an excellent value. The cost per square foot of this project is
$168.16. Six recent DFW area elementary school projects have been awarded and range in
cost per square foot from $ 185.95 to $ 242.83.
TOTAL BUDGET
23,617,000.00
Guaranteed Maximum Price (GMP)
Architect Fee (5.85%)
Material Testing, Geotech, Survey
FFE
Data Wiring/Security
Playground Equipment & Fall Zone
19,926,678.00
1,165,710.66
114,567.00
2,000,000.00
200,000.00
149,000.00
Total Estimated Project Cost
23,555,955.66
Project Surplus
Add Alternate (ornamental iron fence
in lieu of vinyl coated chain link
fence)
61,044.34
137,423.00
Project Deficit including Fence
Alternate
-76,378.66
Construction Cost (GMP) per SF
19,926,678 / 118,500 SF
$168.16
WWW.AISD.NET
95
The total project is within budget. If there is a desire to accept the alternate to change the
vinyl coated chain link fencing to ornamental iron fencing, the GMP would be increased by
$137,423.00 to $20,064,101.00.
96
17 June 2014
Mr. Bob Carlisle
1201 Colorado Lane
Arlington, Texas 76015
ARCHITECTURE
INTERIOR DESIGN
Re:
401 North Houston Street
Dallas, Texas 75202
WWW.CORGAN.COM
GMP Recommendation
The New Elementary School in Eastern Arlington ISD
(Timber Oaks Lane, Grand Prairie, Texas)
Dear Mr. Carlisle:
We appreciate the opportunity to provide you with a recommendation for the
Guaranteed Maximum Price for the New Elementary School in Eastern Arlington
ISD.
Balfour Beatty Construction received sub-contractor bids on May 29, 2014. A high
volume of sub-contractor bids were received indicating a very competitive bidding
climate. Balfour Beatty Construction has prepared a cost summary for the project
based on the competitive bids received.
We have reviewed the cost summary as prepared by Balfour Beatty Construction
and recommend approval of the Guaranteed Maximum Price for the New
Elementary School in Eastern Arlington ISD in the amount of $19,926,678.00.
Sincerely,
Susan Smith
Associate Principal
97
t 214.468.4700
f 214.451.1163
3100 McKinnon, 7th Floor
Dallas, Texas 75201
June 17, 2014
Mr. Robert T. Carlisle
Executive Director of Plant Services
1201 Colorado
Arlington, TX 76012
REFERENCE: Guaranteed Maximum Price for New Elementary School in Eastern
Arlington ISD (Timber Oaks Lane in Grand Prairie, TX)
Dear Mr. Carlisle:
On May 29, 2014 Balfour Beatty Construction received subcontractor proposals for the
above referenced project. There was great interest and participation from the
subcontractor community and we feel that we have received not only responsive, but very
competitive proposals.
Therefore, we submit a Guaranteed Maximum Price (GMP) in the amount of
$19,926,678.00 (Nineteen Million Nine Hundred and Twenty-Six Thousand Six
Hundred and Seventy Eight Dollars).
Thank you for the opportunity to provide the above submission and we are excited for the
opportunity to again work with Arlington ISD and Corgan Associates.
Sincerely,
Charles E. DeVoe, III
Senior Vice President
98
99
100
101
102
103
104
105
106
107
108
109
Parcel No. DRN - 2
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY 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.
CITY OF ARLINGTON
DRAINAGE EASEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
KNOW ALL MEN BY THESE PRESENTS
THAT ARLINGTON INDEPENDENT SCHOOL DISTRICT, an independent school
district, a local unit of government, duly organized and operating under the laws of the State of
Texas, acting by and through Bowie Hogg, its Board of Trustees President, of the County of
Tarrant, State of Texas, for and in consideration of ONE DOLLAR and other good and valuable
consideration paid by the City of Arlington, a municipal corporation of Tarrant County, Texas,
receipt of which is hereby acknowledged, does hereby grant, bargain and convey to said City, the
right to construct, reconstruct and maintain public drainage facilities together with all necessary
appurtenances thereto, and with the right and privilege at any and all times to enter said premises, or
any part thereof as is necessary to the proper use of any other rights granted herein and, for the
purpose of constructing, reconstructing and maintaining said public drainage facilities and for
making connections therewith, in, upon and across that certain tract or parcel of land in Tarrant
County, Texas, being described as follows:
SEE ATTACHED EXHIBIT “A” AND SKETCH INCORPORATED HEREIN BY
REFERENCE FOR ALL INTENTS AND PURPOSES
TO HAVE AND TO HOLD the same perpetually unto the City of Arlington, its successors
and assigns forever.
WITNESS my hand this _______ day of _______________________, 2014.
_______________________________
By: Bowie Hogg
Title: President, AISD Board of Trustees
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
BEFORE ME, the undersigned authority, on this day personally appeared Bowie
Hogg, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said Arlington Independent School
District, an independent school district, a local unit of government, and that he executed the
same as the act of such independent school district, a local unit of government, for the purposes
and consideration therein expressed and in the capacity therein stated.
Given under my hand and seal of office this ______ day of ___________________, 2014.
_________________________________
Notary Public in and for
the State of Texas
110
My commission expires on ___________
Parcel No. TCE - 2
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY 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.
CITY OF ARLINGTON
TEMPORARY CONSTRUCTION EASEMENT
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
KNOW ALL MEN BY THESE PRESENTS
THAT ARLINGTON INDEPENDENT SCHOOL DISTRICT (“AISD”), an
independent school district, a local unit of government, duly organized and operating under the
laws of the State of Texas, acting by and through Bowie Hogg, its Board of Trustees President,
of the County of Tarrant, State of Texas, for and in consideration of ONE DOLLAR and other
good and valuable consideration paid by the City of Arlington (“City”), a municipal corporation
of Tarrant County, Texas, receipt of which is hereby acknowledged, does hereby grant, bargain
and convey to said City, a temporary construction easement to be used as needed for
construction; said construction easement will exclude areas on which there are major
improvements and will become effective when construction commences on the property, ceasing
after a one (1) year period or upon final acceptance of the construction project by the City of
Arlington, whichever date is sooner. The City shall provide written notice to the AISD Chief
Financial Officer stating the date when construction will commence on the property at least one
week prior to commencing construction. The City shall ensure that the temporary construction
easement is fenced with at least six-foot (6’) fencing during the duration of the construction.
City agrees to re-erect, repair or replace all improvements taken down or damaged during
construction, at City’s sole expense, to as good or better condition, as they were prior to any
entry of City upon the Property. In the event of subsequent settling, any ditches or trenches in
which storm drainage are placed and/or replaced and/or repaired, and shall be refilled by City
immediately upon request as needed, and the surface of the temporary construction easement
shall be promptly restored by City to the condition it was in before commencement of
construction. This provision shall apply whenever, and as often as, any digging or excavation is
made on the drainage easement by City or anyone acting for City.
This temporary construction easement shall be upon, across, over and under, that certain
tract or parcel of land in Tarrant County, Texas, described as follows:
SEE ATTACHED EXHIBIT “A” AND SKETCH INCORPORATED HEREIN BY
REFERENCE FOR ALL INTENTS AND PURPOSES
TO HAVE AND TO HOLD the same unto the City of Arlington, its successors and
assigns until completion.
WITNESS my hand this ______ day of __________________________, 2014.
_______________________________
By: Bowie Hogg
Title: President, AISD Board of Trustees
[SIGNATURE TO FOLLOW ON NEXT PAGE]
111
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
BEFORE ME, the undersigned authority, on this day personally appeared Bowie Hogg,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said Arlington Independent School
District, an independent school district, a local unit of government, and that he executed the
same as the act of such independent school district, a local unit of government, for the purposes
and consideration therein expressed and in the capacity therein stated.
Given under my hand and seal of office this ______ day of _______________________,
2014.
______________________________
Notary Public in and for
the State of Texas
My commission expires on _________
Orion Park Improvements
112
113
]
P. O. BOX 13430
ARLINGTON, TEXAS 76094-0430
TELEPHONE 817-461-3344
FAX 817-860-6509
www.pbfcm.com
CHARLES E. BRADY
ATTORNEY
[email protected]
June 26, 2014
Financial Impact of Bid Acceptance
BID FOR:
TAD NO:
PROPOSED BID:
BID BY:
2320 E. IH 20
04083989
$88,000.00
Big Zilla Development of Texas, LLC, an Ohio Limited Liability Company
Arlington ISD / CED
City of Arlington
Tarrant County
Totals:
Taxes Due by Jurisdiction
(At the time the property was struck off)
$ 14,993.18
Ratio: 52.9%
$ 7,666.58
Ratio: 27.0%
$ 5,695.92
Ratio: 20.1%
$ 28,355.68
100%
Bid Amount:
Less: 1996 taxes
Deed filing fee
Realtor’s commission
Court costs
Remainder to be applied to taxes:
$ 88,000.00
$
535.41
$
24.00
$ 4,840.00
$
669.00
$ 81,931.59
Amount apportioned to Arlington ISD
Amount apportioned to City of Arlington
Amount apportioned to Tarrant County
$ 43,341.81
$ 22,121.53
$ 16,468.25
Net to Arlington ISD (including 1996 tax)
$ 43,625.27
Excess to Arlington ISD
Excess to City of Arlington
Excess to Tarrant County
$ 28,348.63
$ 14,454.95
$ 10,772.33
AMARILLO
MCALLEN
ARLINGTON
MIDLAND
AUSTIN
CONROE
HOUSTON
LUBBOCK
SAN ANTONIO
TYLER
WICHITA FALLS
114
RESOLUTION NO. __________
A RESOLUTION OF ARLINGTON INDEPENDENT SCHOOL DISTRICT,
APPROVING THE SALE OF CERTAIN REAL PROPERTY ACQUIRED AT A
DELINQUENT TAX FORCLOSURE SALE
WHEREAS, Arlington Independent School District, for itself and the use and
benefit of Tarrant County and City of Arlington, acquired title to a certain tract of real
estate at a Constable’s sale held on the 2nd Day of August, 1996, in Cause No. L-12437,
Arlington ISD v. H.C. Bray; and
WEREAS, Section 34.05 (a), Texas Property Tax Code, authorizes Arlington
Independent School District, by and through its governing body, to resale the property;
and
WHEREAS, it is in the best interest of Arlington Independent School District and
its taxpayers to return this property to a productive use; and
WHEREAS, Jones Lange LaSalle, on behalf of Big Zilla Development, LLC, an
Ohio Limited Liability Corporation, has made an offer to purchase the property for the
sum of eighty-eight thousand no/100 dollars ($88,000.00);
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
ARLINGTON INDEPENDENT SCHOOL DISTRICT THAT:
The Board President of Arlington I.S.D. is authorized to sell, convey and transfer
that certain tract of real estate acquired at the above described tax sale to Jones Lange
LaSalle, on behalf of Big Zilla Development, LLC, an Ohio Limited Liability
Corporation for the sum of $88,000.00, as authorized by Section 34.05, Texas Property
Tax Code, and that the proceeds of the sale shall be distributed as provided by section
34.06, Texas Property Tax Code.
Dated this ____ day of ____________________, 2014.
_______________________________
Mr. Bowie Hogg, Board President
__________________________
Dr. Aaron Reich, Secretary
115
RESALE DEED
NOTICE OF CONFIDENTIALITY RIGHT:
IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY 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
THE STATE OF TEXAS
COUNTY OF TARRANT
§
§
§
KNOW ALL PERSONS BY THESE PRESENTS
That the ARLINGTON INDEPENDENT SCHOOL DISTRICT, “ISD”, for and in consideration
of the sum of Eighty-eight Thousand and 00/100 Dollars ($88,000.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged, and acting for itself and as Trustee for the
CITY OF ARLINGTON “CITY” and TARRANT COUNTY, “COUNTY” release, deed without warranty
and surrender to the GRANTEE such title or interest as the ISD, CITY, and the COUNTY, by virtue of tax
foreclosure proceedings, and by virtue of becoming purchasers of the tax title under a sheriff's sale, as
shown by a Constable’s Deed, recorded in the Deed Records of Tarrant County, Texas, and by these
presents, do release, deed without warranty and surrender, subject to the terms, conditions, provisions and
restrictions, herein set forth, unto
NAME:
ADDRESS:
JONES LANGE LASALLE BROKERAGE, INC.
Attn: Michael Swaldi
8343 Douglas Avenue
Dallas, Texas 75225
GRANTEE herein, all our right, title and interest, if any, in and to the following described real property
situated in TARRANT County, Texas, to wit:
Being all that certain 0.5 acre tract of land, more or less, out of Abstract 1186, Josiah O’Daniel
Survey located in the City of Arlington, Texas, and being more particularly described in that certain
Deed of record in Volume 2703, Page 566 of the Deed Records of Tarrant County, Texas, SAVE
AND EXCEPT that 0.99 acre tract conveyed to the State of Texas by that deed of record in Volume
5034, Page 172 of the Deed Records of Tarrant County, Texas. #04083989
This deed without warranty is made subject to and GRANTEE acknowledges the right of redemption as
provided in Sections 34.05 of the Texas Property Tax Code.
IN ACCEPTING THE DEED WITHOUT WARRANTY OF THIS PROPERTY, GRANTEE
EXPRESSLY ACCEPTS THE PROPERTY IN "AS IS" CONDITION, WITH ALL ITS FAULTS, IF
ANY. GRANTEE RELEASES ANY RIGHTS, AT LAW OR IN EQUITY, GRANTEE MAY HAVE
AGAINST THE ISD, CITY, AND COUNTY, THEIR OFFICERS, AGENTS, AND EMPLOYEES, IN
CONNECTION WITH THIS TRANSACTION. FURTHER, GRANTEE RELEASES THE ISD, CITY,
AND COUNTY, THEIR OFFICERS, AGENTS, AND EMPLOYEES, FROM ANY AND ALL CLAIMS
AND CAUSES OF ACTION IN CONNECTION WITH THE BIDDING, TERMS, CONDITIONS, AND
SALE OF THIS PROPERTY OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THIS
RELEASE ALSO IS BINDING ON GRANTEE'S SUCCESSORS, HEIRS, AND ASSIGNS. GRANTEE
HAS HAD AN OPPORTUNITY TO INSPECT THE PROPERTY, AND GRANTEE IS NOT RELYING
ON ANY REPRESENTATION OR DISCLOSURES BY THE ISD, CITY AND COUNTY, IN
CONNECTION WITH THE PURCHASE OF THE PROPERTY. THE FOREGOING PARAGRAPH
SHALL BE SUBJECT ONLY TO THE LIMITED EXPRESS REPRESENTATIONS AND
WARRANTIES OF GRANTOR AS MAY BE SET FORTH IN THAT CERTAIN PURCHASE AND
SALE AGREEMENT DATED ___________, 2014 BY AND BETWEEN GRANTOR AND GRANTEE.
TO HAVE AND TO HOLD all of our right, title, and interest in and to the above described property and
116
premises, subject to the aforesaid, unto the said GRANTEE, his/her heirs, successors, and assigns forever,
so that the ISD, CITY and the COUNTY, and our legal representatives, successors and assigns shall not
have, claim or demand any right or title to the aforesaid property, premises or appurtenances or any part
thereof.
EXECUTED this ______ day of ________________________, 2014.
By______________________________
Bowie Hogg, President, Board of Trustees, Arlington
Independent School District
THE STATE OF TEXAS
§
§
§
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared Bowie
Hogg, President, Board of Trustees, ARLINGTON INDEPENDENT SCHOOL
DISTRICT, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledge to me that the he executed same for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICES this _________, day of
_____________________, 2014.
______________________________
NOTARY PUBLIC, State of Texas
117
REAL PROPERTY PURCHASE AND SALE AGREEMENT
THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”) is made
as of this ___________ day of _________, 2014 (the “Effective Date”) by and between ARLINGTON
INDEPENDENT SCHOOL DISTRICT, in trust for the use and benefit of itself and the City of Arlington,
Tarrant County, and Tarrant County Education District (“Seller”), and Big Zilla Development of Texas,
LLC., an Ohio limited liability company (“Purchaser”).
R E C I T A L S:
A.
Seller is the owner of certain property located in Arlington, Tarrant County, Texas.
B.
Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller the Property
as hereafter defined upon the terms, covenants and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties covenant
and agree as follows:
1.
Sale of Property. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell,
convey, and assign to Purchaser, and Purchaser agrees to buy from Seller, that certain real property
comprising approximately 18,200 square feet of land located in Arlington, Tarrant County, Texas, described
or shown on Exhibit A attached hereto and made a part hereof, together with (a) all appurtenances, easements
and privileges thereto belonging, including all right, title and interest of Seller in and to any easements, strips,
gores, appurtenances, streets, alleys or ways adjoining such real property, and (b) any water rights owned by,
or leased to Seller, to the extent relating to such real property (collectively, the “Property”).
2.
Definitions. For purposes of this Agreement, the following terms are defined as hereinafter set forth:
A.
“Closing” shall mean the execution and delivery of the Transaction Documents (as defined
herein) and the payment of those funds required to be paid at the time and in the manner required herein for
the purchase and sale of the Property.
B.
“Closing Date” shall mean the date on which Closing shall occur, as set forth in Section 8
below.
C.
“Encumbrance” shall mean and include any charge, claim, condition, lien, option, security
interest, right of first refusal, or other restriction or encumbrance on title recorded of record.
D.
“Environmental Law” shall mean any federal, state or local statute, regulation or ordinance
or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated
or issued, with respect to any hazardous materials, drinking water, groundwater, wetlands, landfills, open
dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water runoff, waste
emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the
following statutes, and regulations, including any state of local counterparts or equivalent, in each case, order,
decrees, permits, licenses and deed restrictions now or hereafter promulgated thereunder, and amendments
and successors to such statutes and regulations as may be enacted and promulgated from time to time: (i) the
Comprehensive Environmental Response, Compensation and Liability Act (codified in scattered sections of
26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. Section 9601 et seq.) (“CERCLA”); (ii) the Resource
I-20 ACQUISITION (ARLINGTON ISD) – PAGE 1 OF 19
10396747v.4
118
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); (iii) the Hazardous Materials Transportation
Act (49 U.S.C. Section 1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. Section 2061 et seq.);
(v) the Clean Water Act (33 U.S.C. Section 1251 et seq.); (vi) the Clean Air Act (42 U.S.C. Section 7401 et
seq.); (vii) the Safe Drinking Water Act (21 U.S.C. Section 349, 42 U.S.C. Section 201 and Section 300f et
seq.); (viii) the National Environmental Policy Act (42 U.S.C. Section 4321 et seq.); (ix) the Superfund
Amendments and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33
U.S.C. and 42 U.S.C.); (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. Section
1101 et seq.); and (xi) the Uranium Mill Tailings Radiation Control Act (42 U.S.C. Section 7901 et seq.).
E.
“Hazardous Materials” shall mean any solid, gaseous or liquid wastes (including hazardous
wastes), regulated substances, pollutants or contaminants or terms of similar import, as such terms are defined
in any Environmental Law, and shall include, without limitation, any petroleum or petroleum products or
by-products, flammable explosives, radioactive materials, asbestos in any form, polychlorinated biphenyls
and any other substance or material which constitutes a threat to health, safety, property or the environment or
which has been or is in the future determined by any governmental entity to be prohibited, limited or
regulated by any Environmental Law.
F.
“Purchase Price” shall mean the total consideration to be paid by Purchaser to Seller for the
Property, as specified in Section 3 of this Agreement.
G.
“Transaction Documents” shall mean this Agreement and all of the documents required or
contemplated in connection with the Closing of the purchase and sale of the Property.
3.
Price / Deposits. The total Purchase Price for the Property shall be an amount equal to EIGHTY
EIGHT THOUSAND and No/100 Dollars ($88,000.00) (the “Purchase Price”). The Purchase Price shall
be due and payable as follows:
A.
Within three (3) Business Days (as defined herein) after the Effective Date, Purchaser shall
deposit the amount of $1,000.00 (the “Deposit”) with Fidelity National Title, 2828 Routh Street, Suite 800,
Dallas, Texas 75201, Attn: Pam Medlin, as escrow agent (the “Title Company”). Subject to Title Company
minimum account requirements, the Deposit shall be held in an interest-bearing account. For purposes of this
Agreement, any and all interest earned on the Deposit during the time the same is held in escrow shall be
included within the definition of the term “Deposit” and shall be disbursed together with the Deposit. Upon
the expiration of the Inspection Period (as defined herein), the Deposit shall become non-refundable (except
in the event of Seller’s default or as otherwise expressly provided in this Agreement). The Deposit shall be
credited to Purchaser at the time of Closing. The Deposit shall be disposed of by the Title Company only as
provided in this Agreement.
B.
The remaining balance of the Purchase Price shall be paid to Seller at Closing by wire
transfer of immediately available funds, subject to adjustments and prorations, as provided herein.
4.
Execution / Calculation of Time.
A.
Execution. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original as against any party whose signature appears thereon, and all of which
together shall constitute one and the same instrument. This Agreement shall become binding when one or
more counterparts shall bear the respective signatures of all of the parties designated as signatories herein. If
this Agreement shall be executed in counterparts, then upon the subsequent written request of any signatory,
all parties shall join in the signing of one complete original instrument. A facsimile copy or electronic copy
of this Agreement evidencing any signatures shall be considered as an original for all purposes.
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B.
Calculation of Time. All references to days shall mean calendar days unless Business Days
are specifically stated. “Business Days” shall mean Monday through Friday, and exclude Saturdays, Sundays
and holidays observed by federal savings banks in the State of Texas. If any time period ends on a Saturday,
Sunday, or legal holiday, it shall instead be deemed to expire at the end of the next Business Day. Unless
otherwise specified, all time periods shall end at 11:59 p.m., Arlington, Texas time.
5.
Independent Consideration. In the event this Agreement is terminated for any reason, Title Company
shall deduct from the Deposit and pay to Seller the amount of $100.00 (“Independent Consideration”),
which amount the parties bargained for and agreed to as consideration for Purchaser’s exclusive right to
inspect and purchase the Property pursuant to this Agreement and for Seller’s execution, delivery and
performance of this Agreement. The Independent Consideration is in addition to and independent of any
other consideration or payment provided in this Agreement, is nonrefundable, and it is fully earned and shall
be retained by Seller notwithstanding any other provision of this Agreement; provided, that if the transaction
contemplated by this Agreement is consummated, the Independent Consideration shall be applied to the
Purchase Price at Closing.
6.
Survey. Within two (2) Business Days after the Effective Date, Seller shall deliver to Purchaser any
on the ground boundary survey that Seller may have in its actual possession or control with respect to the
Property. Thereafter, Purchaser, at its sole cost and expense, as soon as practicable, shall obtain a current on
the ground boundary survey of the Property (the “Survey”) prepared and certified by a Texas Registered
Land Surveyor. The legal description of the Property contained in the Survey, if different from the
description contained in Exhibit A attached hereto and, if approved by Seller and Purchaser, which approval
shall not be unreasonably withheld or delayed, shall be substituted for the description contained in Exhibit A,
and this Agreement shall be deemed amended by the substitution of the legal description of the Property
contained in the Survey as a new Exhibit A hereto without the need for the parties to take any further action in
connection therewith.
7.
Evidence of Title. Within ten (10) days after the Effective Date, Purchaser shall obtain, at its sole
cost and expense: (a) a title commitment (the “Title Commitment”) covering the Property issued by the Title
Company, binding the Title Company to issue at Closing an Owner Policy of Title Insurance (the “Title
Policy”) in the standard form in use in the State of Texas, in the full amount of the Purchase Price, insuring
Purchaser’s fee simple title to the Property to be good and indefeasible, subject only to Encumbrances and
matters that are permitted by Purchaser as set forth in this Agreement (collectively, the “Permitted
Encumbrances”); (b) true and legible copies of all recorded instruments affecting the Property and recited as
exceptions in the Title Commitment (the “Title Documents”); and (c) a current tax certificate.
A.
The term “Permitted Encumbrances” shall include the following:
(1)
Requirements, approvals, ordinances, regulations, restrictions, prohibitions or other
matters issued by a governmental entity, including, but not limited to such matters
that involve land use, zoning, water retention, or storm water management and all
pre-printed exceptions contained in an Owner’s Policy of Title Insurance in the
standard form in use in the State of Texas;
(2)
Matters appearing on a plat of record or common to a subdivision in which the
Property exists;
(3)
Oil, gas or mineral rights if there is no right of entry;
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(4)
Easements to a public utility or governmental entity;
(5)
Real estate taxes for the year of Closing and subsequent years, not yet due or
payable;
(6)
All other title defects objected to by Purchaser, which Seller elects (or is deemed to
have elected) not to cure or could not cure with commercially reasonable efforts, but
only if Purchaser has agreed (or is deemed to have agreed) to waive the same and to
proceed to Closing as provided hereinafter; and
(7)
Matters disclosed on the Survey objected to by Purchaser, which Seller has elected
(or is deemed to have elected) not to cure, but only if Purchaser has agreed (or is
deemed to have agreed) to waive the same and to proceed to Closing as provided
herein.
Notwithstanding the foregoing, it is understood and agreed that any mortgages, liens or similar Encumbrances
voluntarily placed on the Property by Seller shall not be deemed to be Permitted Encumbrances including
without limitation any tax lien or similar encumbrance which gave rise to or relates to Seller’s acquisition or
ownership of the Property. In addition, the Title Commitment shall provide that the following “standard
exceptions” shall be deleted from the Title Policy when issued, provided that Seller shall deliver to the Title
Company a seller’s certificate in a form reasonably acceptable to Seller and the Title Company: exceptions for
taxes for years prior to the year of Closing; assessments not shown in the public records; claims of unrecorded
easements; parties other than owner in possession; and construction liens.
B.
Objections to Title. If the Title Commitment contains exceptions to coverage other than the
Permitted Encumbrances which adversely affect title to the Property and/or render title unmarketable and/or
uninsurable, or if the Survey reveals any easements, encroachments, rights-of-way, roads, lack of access,
deficiencies, gaps or gores or hiatus between any of the parcels included within the Property or between the
Property and any adjoining streets or roads (other than public rights of way), Purchaser shall notify Seller, in
writing, of Purchaser’s objection to such exceptions within fifteen (15) days after Purchaser’s receipt of the
last of the Survey, the Title Commitment and the Title Documents.
C.
Curing Title Objections. Seller shall have no obligation to cure the title objections, it being
understood Seller may elect not to cure any or all of Purchaser’s objections in Seller’s sole discretion;
notwithstanding the foregoing, however, for the avoidance of doubt, Seller acknowledges and agrees that it
shall be obligated to cause the discharge or release, on or before the Closing Date and at Seller’s sole cost and
expense, of all mortgages, liens, or similar Encumbrances placed on the Property whether arising from the
constable sale and underlying judgment giving rise to or relating to Seller’s acquisition or ownership of the
Property or otherwise (collectively, “Monetary Liens”), (Purchaser having no obligation hereunder to
formally object to any such matters). Seller shall have three (3) business days after receipt of such notice in
which to notify Purchaser in writing (“Seller’s Cure Notice”) of any defects (the “Seller Cure Items”) which
Seller has elected to cure. In the event Seller fails to timely deliver the Seller’s Cure Notice, Seller shall be
deemed to have elected not to cure any defects. If and to the extent Seller has elected to cure any such Seller
Cure Items, but not otherwise, Seller shall effect the cure of such Seller Cure Items within ten (10) days after
the date of delivery of Seller’s Cure Notice (the “Title Curative Period”) and furnish to Purchaser evidence
that same have been cured. If the Seller Cure Items are cured in such a manner as to render title indefeasible
and insurable within the Title Curative Period, the sale and purchase shall be closed within seven (7) days
after written notice to Purchaser, but not earlier than the Closing Date. In the event that Seller is unable to
cure such Seller Cure Items within the Title Curative Period, Seller may give notice of the necessity to extend
the Title Curative Period for up to an additional sixty (60) days. If Seller fails to cure such Seller Cure Items
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within the Title Curative Period (as extended if applicable), or notifies Purchaser in writing that Seller will not
cure one or more Seller Cure Items because the same cannot be cured in Seller’s reasonable discretion with
commercially reasonable efforts, then Purchaser shall have the option, to be exercised in its sole discretion, to
either: (a) complete the purchase in accordance with this Agreement and accept title to the Property subject to
such objections without any adjustment to the Purchase Price; or (b) terminate this Agreement by written
notice thereof to Seller within five (5) business days after either Purchaser’s receipt of written notice of (y)
Seller’s failure to cure the Seller Cure Items within the Title Curative Period or (z) Seller’s determination that
Seller will not cure one or more of the Seller Cure Items, whereupon this Agreement shall terminate and be of
no further force or effect, except for any provision which by its terms survives the termination of this
Agreement, and the Deposit shall be returned to Purchaser. For purposes hereof, Seller shall not be obligated
hereunder to commence any legal proceeding, or to expend more than $10,000.00, in the aggregate, in Seller’s
efforts to cure the Seller Cure Items; provided, that the foregoing provisions of this sentence shall not apply to
any Monetary Liens, all of which Seller must cause to be discharged or released on or before the Closing Date
at Seller’s sole cost and expense.
D.
Updates of Title. If Closing is scheduled to occur more than thirty (30) days from the
effective date of the Title Commitment, Purchaser may have the Title Commitment updated (“Title Update”)
which Title Update, together with legible copies of any additional matters identified therein, shall be delivered
to Seller within five (5) days after Purchaser’s receipt of the Title Update, but in no event less than five (5)
days before the Closing Date. If any Title Update discloses any new defect or other adverse matter that is not
a Permitted Encumbrance, then Purchaser shall notify Seller in writing specifying the new title defect within
two (2) business days of receipt of a legible copy of such new additional matter. Seller shall have a period of
thirty (30) days following the receipt of such notice from Purchaser to elect to cure or not cure such new title
defect (subject, however, to Seller’s obligation to cause the discharge or release, on or before the Closing
Date and at Seller’s sole cost and expense, of all mortgages, liens or similar Encumbrances voluntarily placed
on the Property by Seller) and, if necessary, the Closing Date shall be extended as provided above. If Seller
fails to cure any such new title defect, Purchaser shall have the rights provided above in Section 7.C.
E.
Title Policy. At Closing, Purchaser, at its sole cost and expense, shall cause the Title
Company to issue the Title Policy, based on the Title Commitment and any issued Title Updates.
8.
Closing Date and Procedure / Documents to be Provided.
A.
Closing Date. The Closing Date contemplated by this Agreement shall be thirty (30) days
after the date of expiration of the Inspection Period, as may be extended pursuant to this Agreement, provided
that (a) Purchaser may accelerate the Closing Date upon five (5) business days’ prior notice to Seller, and (b)
Purchaser shall have the right to extend the Closing for four (4) periods of thirty (30) days each to facilitate
the simultaneous closings of additional contracts to acquire adjacent property (the “Other Agreements”),
which extensions may be exercised upon written notice thereof to Seller, provided that (x) at the time of
delivering to Seller such extension notice, Purchaser shall simultaneously pay to Title Company the sum of
$2,000.00 per extension period (each such payment an “Extension Fee”, and collectively, “Extension Fees”)
which Extension Fees shall be deemed a part of the Deposit, applicable to the Purchase Price, and refundable
to Purchaser in all instances where the original Deposit would otherwise be returned to Purchaser. Closing
shall occur at the offices of the Title Company. The parties have been fully advised and agree that time is of
the essence with respect to the Closing Date.
B.
Closing Procedure.
(1)
Seller. At Closing, if not previously delivered to Purchaser, Seller shall execute and
deliver to Purchaser or the Title Company, as applicable:
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(2)
(3)
(i)
to Purchaser, a fully executed resale deed in the form set forth in Exhibit B,
attached hereto made a part hereof;
(ii)
to Purchaser, a fully executed certification as to Seller’s non-foreign status
(“FIRPTA Affidavit”), if applicable;
(iii)
to the Title Company, Seller’s certificate as to debts, liens and parties in
possession, in a form reasonably acceptable to Seller and the Title
Company; and
(iv)
any other document required in connection with the transactions
contemplated by this Agreement, or reasonably required by the Title
Company regarding Seller’s good standing and the authority and power of
Seller to close.
Purchaser. At Closing, Purchaser shall deliver to Seller the following:
(i)
the balance of the Purchase Price payable at Closing, as adjusted for
prorations and taxes, in the manner required under this Agreement;
(ii)
instructions from Purchaser directing the Title Company to pay the
Purchase Price and all other amounts due at Closing, or thereafter in
accordance with the provisions of this Agreement, to Seller or any other
person as Seller shall designate; and
(iii)
any other documents required in connection with the transactions
contemplated by this Agreement, or reasonably required by the Title
Company.
Seller and Purchaser. Seller and Purchaser shall, on the Closing Date, each execute,
acknowledge (as appropriate) and deliver the following documents:
(i)
any transfer tax returns required under any tax laws applicable to the
transactions contemplated herein;
(ii)
a closing statement summarizing the transaction; and
(iii)
any other affidavit, document or instrument required to be delivered by
Seller or Purchaser pursuant to the terms of this Agreement.
9.
Costs. At the time of Closing, Purchaser shall pay to Seller the total Purchase Price for the Property,
less prorations and adjustments in accordance with this Agreement. Ad valorem real property taxes shall be
prorated based on taxes for the current year, if known. If Closing occurs before the amount of current year’s
taxes or current year’s millage is fixed, the taxes shall be prorated based upon the assessment for land only
and/or millage rate for the immediately preceding year. Any proration based upon an estimate shall be
readjusted upon request by either Party when the actual tax statement is received. In addition to the
foregoing, if the Property has been assessed for property tax purposes at such rates or with exemptions that
would result in additional taxes and assessments for prior tax years or for the Closing tax year being assessed
because of a change in land usage or ownership of the Property attributable to Purchaser’s acquisition of the
Property, (a) Seller shall pay all such taxes and assessments prior to delinquency, including without limitation
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123
all rollback taxes which may be triggered, whether by the transactions contemplated hereby, any post-Closing
development of the Property, change in use of the Property, or otherwise, and (b) Seller agrees to indemnify
and hold Purchaser harmless from and against all post-Closing claims and assessments for all taxes
attributable to periods prior to Closing, and for Seller’s prorated portion of all taxes for the Closing tax year.
The foregoing covenants shall survive Closing.
A.
Seller shall pay for the following items: (i) the cost of curing any Seller Cure Items which
Seller has agreed to cure, including the preparation and recordation of curative instruments; (ii) the cost of
causing the discharge or release of any Monetary Liens; (iii) Seller’s legal fees and expenses; and (vi) any
third party professional and/or consulting fees incurred at Seller’s request.
B.
Purchaser shall pay for the following items: (i) the cost of all inspections, tests and studies
undertaken by Purchaser in connection with its investigation; (ii) all costs related to any third party loan and
any mortgages, including bank fees, documentary stamps, intangible tax, and title and closing costs related to
loans; (iii) Purchaser’s legal fees and expenses, (iv) any third party professional and consulting fees incurred
at Purchaser’s request; (v) the full cost of the premium due on the Title Policy, including the cost of any
endorsements, plus the full cost of the premium due on any mortgagee title insurance policy and
endorsements, and all title and search costs related thereto; (vi) the cost of the Survey, and any survey
certification to any lender; and (vii) recording fees for the special warranty deed, mortgages and all loan
related documents.
C.
Seller shall pay for any special assessments by the City of Arlington and any other taxing
authority due and payable as of the time of Closing, regardless whether or not the same have been certified,
confirmed or ratified. Seller shall cause to be released at Closing any special assessment lien that has not
theretofore been certified, confirmed and ratified, and in no event shall Purchaser be required to assume the
same. Seller shall be responsible for the payment of any rollback taxes. The foregoing covenants shall
survive Closing.
D.
Except as provided in the foregoing subparagraphs A, B and C, all other closing costs which
are normally assessed in a transaction of this character in the county where the Property is located shall be
shared equally by the parties.
10.
Purchaser’s Inspection Period.
A.
Purchaser shall have a period of ninety (90) days after the Effective Date (the “Inspection
Period”) to inspect the Property for physical condition and attributes and compliance with applicable laws, to
perform an environmental audit of the Property, to review the suitability of the Property for any particular
use, including without limitation the overall feasibility of developing the Property as a combination
warehouse, distribution, and retail facility, and for any such other matters as Purchaser may deem significant.
Seller, following reasonable notice from Purchaser, shall provide Purchaser and its agents and consultants
reasonable access to the Property, provided that in each such case Seller shall have the right, at its sole cost
and expense, to have a representative of Seller present during the course of each such entry, provided such
representative does not unreasonably interfere with the inspection being conducted. During the course of any
such entry Purchaser shall not cause, and shall not suffer or permit to occur, any damage or injury to the
Property or any part thereof and if Purchaser does cause, suffer or permit any damage or injury to the
Property, Purchaser shall, at its expense, promptly restore the Property to the condition it was in immediately
prior to such injury or damage.
B.
Seller acknowledges that during the Inspection Period, Purchaser will be pursuing economic
incentives from the City of Arlington (the “City”) and the State of Texas (the “State”), and will be
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completing its investigation of any of the signage limitations existing under local laws and ordinances
(collectively, the “Due Diligence Critical Items”). Purchaser’s obligation to close the transaction will be
contingent upon receipt, prior to the expiration of the Inspection Period, as may be extended hereunder, of
written incentive offerings from both the City and State that are satisfactory to Purchaser in its sole discretion
as to the Due Diligence Critical Items.
C.
Purchaser shall procure and continue in force from and after the date Purchaser first enters the
Property, and continuing throughout the term of this Agreement, Comprehensive General Liability Insurance
with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence, or
Commercial General Liability Insurance, with limits of not less than One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) per event. Purchaser shall indemnify Seller from and
against any and all damage to the Property resulting from any entry on the Property by Purchaser or any of its
agents, contractors, consultants or other representatives, or any activities conducted by them, or any of them,
during any such entry, together with all reasonable expenses incurred by Seller by reason thereof including,
without limitation, reasonable attorneys’ fees and disbursements, which obligation shall survive the Closing
or the termination of this Agreement; provided, however, such indemnity shall not extend to repair or
remediation of any existing conditions at the Property, except to the extent exacerbated or rendered in an
unsafe condition by Purchaser or its agents, contractors, consultants or other representatives. Purchaser shall
deliver to Seller a certificate of insurance evidencing liability insurance coverage held by any agent or
consultant retained by Purchaser to perform any studies or survey of the Property, in amount, form and
substance reasonably satisfactory to Seller before any of such agents or consultants will be granted access to
the Property.
D.
To assist Purchaser in its inspections of the Property, and to the extent in Seller’s actual
control or possession, Seller shall deliver to Purchaser, within ten (10) days after the Effective Date, all
existing title policies concerning the Property, together with hard copies of all Schedule B exceptions; any
existing on the ground boundary survey of the Property; all existing environmental reports relating to the
Property (including all soil and geotechnical testings), if any, prepared with respect to the Property during the
five (5) year period immediately preceding the Effective Date of this Agreement; all third party prepared
plans, plats, studies, appraisals and feasibility studies relating to the Property; all currently effective permits,
authorizations and approvals pertaining to the ownership and/or operation of the Property; all maintenance,
property and operational contracts relating to the Property; copies of real estate tax bills (including special
assessments) for the Property for the prior three (3) years; including evidence of payment; and copies of any
Development of Regional Impact Studies, if applicable; and any other documents pertaining to the Property
which would assist Purchaser in its inspection of the same to the extent in Seller's control or possession. In
the event the transaction contemplated by this Agreement does not close, Purchaser shall promptly return all
such documents to Seller.
E.
In the event that Purchaser determines, in its sole opinion and sole discretion, that the
Property is unacceptable for any reason whatsoever, or for no reason, and Purchaser does not elect to provide
to Seller notice of its election to go forward with the transaction, this Agreement shall automatically terminate
and be of no further force and effect upon the expiration of the Inspection Period or such earlier time as
Purchaser may elect to notify Seller and Title Company in writing of its election to terminate this Agreement,
subject to such provisions of this Agreement which by their terms survive the termination of this Agreement.
Upon termination of this Agreement by Purchaser as aforesaid, Title Company shall immediately return the
Deposit to Purchaser and in such event, Purchaser shall provide to Seller, within ten (10) days thereafter,
copies of all non-privileged reports and other documentation resulting from Purchaser's inspections. If
Purchaser does elect to provide Seller with such go-forward notice, then, upon the expiration of the Inspection
Period, the Inspection Period contingency provided in this Section 10 shall expire, and Purchaser shall
proceed to Closing pursuant to the terms of this Agreement.
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125
F.
Notwithstanding anything to the contrary in this Agreement, provided Purchaser is diligently
pursuing zoning and/or site plan approvals as may be required by Purchaser, Purchaser shall have the right to
extend the Inspection Period for three (3) additional periods of thirty (30) days each, in each case by notifying
Seller in writing of such extension prior to the then-scheduled expiration of the Inspection Period.
G.
The parties hereto acknowledge that Purchaser may expend material sums of money in
reliance on Seller’s and its agents’ obligations under this Agreement, in connection with negotiations and
executing this Agreement, conducting its inspections of the Property and preparing for Closing; and that
Purchaser would not have entered into this Agreement without the availability of an Inspection Period. The
parties therefore agree that adequate consideration exists to support Seller’s and its agents’ obligations
hereunder, even before expiration of the Inspection Period. Except as otherwise provided herein, the effect of
any material representations, warranties or undertakings made by Seller in this Agreement shall not be
diminished, abrogated, or compromised by the results of the inspections made by Purchaser hereunder.
11.
Duties and Rights of Title Company.
A.
The Title Company is hereby authorized and agrees by acceptance hereof, to hold all monies
paid as the Deposit in escrow and to disburse the same in accordance with the terms and conditions of this
Agreement.
B.
In the event of doubt as to its duties or liabilities under the provisions of this Agreement, the
Title Company shall have the right to withhold payment of the monies which are the subject of this escrow
until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent
jurisdiction shall determine the rights of the parties thereto, or the Title Company may deposit all monies then
held pursuant to this Agreement with the Clerk of the Circuit Court of the county in which the Property lies,
and upon notifying all parties concerned of such action, all liability on the part of the Title Company shall
fully terminate. Purchaser and Seller agree that the Title Company shall not be liable to any party or person
whatsoever for misdelivery to Purchaser or to Seller of money subject to this escrow, unless such misdelivery
shall be due to a willful breach of the Title Company’s duties under this Agreement or fraudulent conduct by
the Title Company.
12.
Default and Notice to Cure.
A.
If Purchaser defaults in the payment of the Purchase Price or if Purchaser shall default in the
performance of any of its other material obligations hereunder on or prior to the Closing Date, Seller, as its
sole and exclusive remedy (subject to Seller’s rights below with respect to the recovery of attorneys’ fees and
costs), shall have the right to terminate this Agreement and receive the Deposit as agreed upon liquidated
damages, whereupon neither party hereto shall have any further obligations hereunder except for those that
are expressly provided in this Agreement to survive the termination hereof. Purchaser and Seller hereby agree
that actual damages would be difficult or impossible to ascertain and that the amount of the Deposit is a
reasonable estimate of the damages for such default.
B.
If Seller defaults in any of its material obligations to be performed hereunder on or prior to
the Closing Date, Purchaser shall have the right (i) to receive a return of the Deposit and terminate this
Agreement; or (ii) to seek specific performance of Seller’s obligations hereunder (it being expressly
acknowledged that the remedy of specific performance is an appropriate remedy in the event of a default by
Seller under this Agreement); notwithstanding the foregoing, however, if for any reason specific performance
of this Agreement is unavailable to Purchaser as a remedy for Seller’s breach, then Purchaser shall have the
right to bring suit for actual (but not consequential, special, or punitive) damages against Seller. Upon such
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return and delivery of the Deposit in accordance with clause (i) of the preceding sentence, if such remedy is
elected by Purchaser, this Agreement shall terminate and neither party hereto shall have any further
obligations hereunder except for those that are expressly provided in this Agreement to survive the
termination hereof.
C.
In the event any party breaches the terms and provisions of this Agreement, the
non-defaulting party shall not exercise any remedies for such breach unless the non-defaulting party has
notified the defaulting party in writing of the breach and demanded compliance with this Agreement. The
party who has breached this Agreement shall remedy its breach within one (1) day if the default is failure of
the defaulting party to close, or within five (5) days of receipt of written notice thereof as to any other default.
If a cure is not completed after notice and within the allowed cure period, a non-defaulting party may declare
a breaching party in default and may exercise its remedies as provided in this Agreement.
D.
In connection with any litigation arising out of the enforcement or interpretation of this
Agreement, the prevailing party shall be entitled to recover from the other all reasonable out of pocket costs
incurred, including reasonable attorneys’ fees and fees and court costs incurred in trial and appellate
proceedings.
E.
The provisions of this Section 12 shall survive the termination of this Agreement.
13.
Condemnation. If, prior to the Closing Date, any part of the Property is taken (other than a temporary
taking), or if Seller shall receive an official notice from any governmental authority having eminent domain
power over the Property of its intention to take, by eminent domain proceeding, any part of the Property (a
“Taking”), then Purchaser shall have the option, exercisable within ten (10) days after receipt of notice of
such Taking, to terminate this Agreement by delivering written notice thereof to Seller, whereupon the
Deposit shall be returned to Purchaser and this Agreement shall thereafter be deemed canceled and of no
further force or effect, and neither party shall have any further rights or liabilities against or to the other,
except pursuant to the provisions of this Agreement which are expressly provided to survive the termination
hereof. If a Taking shall occur and Purchaser shall not have timely elected to terminate this Agreement, then
Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any
abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking,
provided, however, that Seller shall, on the Closing Date, assign and remit to Purchaser, and Purchaser shall
be entitled to receive and keep, the proceeds of any award or other proceeds of such Taking which may have
been collected by Seller as a result of such Taking, or if no award or other proceeds shall have been collected,
deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be
payable to Seller as a result of such Taking.
14.
Notices. All notices, requests and demands to be made hereunder to the parties hereto shall be in
writing (at the addresses set forth below) and shall be given by any of the following means: (a) personal
delivery (including, without limitation, overnight delivery, courier or messenger services), which shall be
deemed received upon such personal delivery; (b) fax (if printed confirmation of successful transmission
thereof is obtained from the sender’s fax machine and the same is confirmed telephonically by the sender),
which shall be deemed received on the day the fax is sent; (c) registered or certified, first-class United States
mail, postage prepaid, return receipt requested, which shall be deemed received upon receipt or refusal of
delivery; or (d) by .PDF electronic delivery, which shall be deemed received upon sender’s receipt of a
“Delivery Receipt” email notification. Notice from (but not to) a party’s counsel shall be deemed to be notice
by such party. Such addresses may be changed by notice to the other parties given in the same manner as
provided above.
If to Seller:
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c/o Re/Max Pinnacle Group Realtors
Attention: Ms. Sharon Parrish
1241 W. Green Oaks Blvd.
Arlington, TX 76013
Telephone: (817) 460-3900
Facsimile: (817) 460-3903
With copy to:
Perdue, Brandon, Fielder, Collins & Mott LLP
Attention: Charles E. Brady
4025 Woodland Park Blvd., #300
Arlington, TX 76013
Telephone: (817) 505-4736
Facsimile: (817) 860-6509
If to Purchaser:
Big Zilla Development of Texas, LLC.
c/o Buckingham, Doolittle & Burroughs, LLC
3800 Embassy Parkway, Suite 300
Akron, OH 44333-8398
Attn: William M. Caplan
Telephone: (330) 258-6458
Facsimile: (330) 252-5458
With copy to:
Buckingham, Doolittle & Burroughs, LLC
Attention: William L. Caplan
3800 Embassy Parkway, Suite 300
Akron, OH 44333-8398
Telephone: (330) 258-6458
Facsimile: (330) 252-5458
Jackson Walker L.L.P.
Attention: Ashley J. Martzen, Esq.
901 Main Street, Suite 6000
Dallas, TX 75202
Telephone: (214) 953-5746
Facsimile: (214) 953-5822
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128
If to Title Company:
Fidelity National Title
2828 Routh Street, Suite 800
Dallas, TX 75201
Attn: Pamela Medlin
Telephone: (214) 969-5300
Facsimile: (214) 969-5348
15.
Covenants; Preclosing Rights and Obligations of Seller.
A.
B.
From the Effective Date of this Agreement until the Closing Date, Seller shall:
(1)
not take any action which will adversely affect title to the Property;
(2)
notify Purchaser of any material, adverse changes actually discovered by Seller to
the representations or warranties made by Seller; in the event that Purchaser learns,
through Seller or otherwise, prior to the Closing Date, that any of Seller’s warranties
or representations are materially incorrect, Purchaser shall have the right to
terminate this Agreement and all deposits shall be immediately returned in full to
Purchaser;
(3).
not apply for or otherwise attempt to effectuate any rezoning of the Property unless
Purchaser has previously consented in writing;
(4)
not enter into any lease, license or other agreement for occupancy of the Property,
unless Purchaser has previously consented in writing;
(5)
not enter into any service contracts which survive Closing, unless Purchaser has
previously consented in writing; and
(6)
reasonably cooperate with Purchaser in connection with any rezoning and/or
replatting and/or site plan approval of the Property that Purchaser deems to be
necessary or advisable for Purchaser’s intended use of the Property, including the
execution of any and all applications and other documents and the taking of all other
actions that may be reasonably necessary in connection therewith, provided,
however, that Purchaser shall be liable for the payment of any and all application
fees and filing costs relating to any such re-zoning and/or replatting and/or site plan
approval of the Property to the extent requested by Purchaser; Purchaser shall not,
however, be liable for any costs previously incurred by Seller or any other party or
any costs subsequently incurred by Seller or any other party and not specifically
requested by Purchaser. In addition to the foregoing, Seller shall assist Purchaser, as
may be reasonably requested by Purchaser, with matters necessary to obtain a
building permit, to the extent such matters are reasonably acceptable to Seller and to
the extent such matters do not purport to restrict the use or development of any other
property owned by Seller.
The provisions of this Section 15 shall survive Closing.
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16.
Warranties, Representations and Disclosures of Seller. Seller makes the following warranties,
representations and disclosures to Purchaser, which representations and disclosures shall be true in all
material respects on the Effective Date and shall also be true in all material respects at the time of Closing:
A.
Organization. Seller is a legal entity duly organized, validly existing and in good standing
under the laws of the State of Texas, is authorized to do business in Texas, and has all requisite power and
authority to execute and deliver this Agreement.
B.
Authorization and Validity. The execution, delivery and performance of this Agreement and
the consummation of the transaction contemplated hereby by Seller have been duly authorized and approved
by all necessary company action. This Agreement, when executed, will constitute the legal, valid and binding
obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law).
C.
Condemnation. Seller has no knowledge of any pending or threatened condemnation or
similar proceeding affecting the Property, nor does Seller have knowledge that any such action is presently
contemplated.
D.
Development Rights; Vacant Land. Seller has not transferred any development rights with
respect to the Property. As of the Effective Date, the Property is comprised of only vacant land, without
vertical improvements. Seller does not currently have in progress any material construction or material
excavation projects with respect to the Property or any portion thereof (specifically excluding any clearing or
grubbing work with respect to the Property). To Seller’s knowledge, there are no mechanics’ or construction
liens against the Property and no claims for labor, services, profit or material furnished for constructing,
repairing or improving the same, the satisfaction of which could not be accomplished out of the proceeds of
Closing.
E.
Option Rights. Seller has not granted any person, firm, corporation or entity (other than
Purchaser) any right or option to acquire the Property or any portion thereof and, to Seller’s knowledge, no
person, firm, corporation or entity (other than Purchaser) will obtain such right or option as a result of the
execution of this Agreement.
F.
Litigation. There are no judgments, orders or decrees of any kind against Seller or the
Property unpaid or unsatisfied of record, nor any legal action, suit or other legal or administrative proceeding
pending before any court or administrative agency which would or could materially and adversely affect the
Property, nor is Seller aware of any threatened legal action, suit or other legal or administrative proceeding
relating to the Property, or any state of facts which might result in any such action, suit or other legal or any
proceeding.
G.
Real Estate Taxes. There is not currently in place any real estate tax abatement, reduction or
deferral program with respect to the Property.
H.
Seller’s Use of Hazardous Materials. During the period of Seller’s ownership, or otherwise
to Seller’s actual knowledge, the Property has not been used handling, storage, manufacturing, refining,
transportation or disposal of any Hazardous Materials in violation of any Environmental Law or the
regulations adopted and publications promulgated pursuant thereto.
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I.
Impact Fees. To Seller’s knowledge, there are no outstanding obligations to pay any capital
charges, impact, connection or development fees imposed by any governmental or quasi-governmental authority,
or any public or private utility relating to the Property and/or to the development thereof.
J.
Utilities. All water, sewer, gas, electric, telephone, and drainage facilities, and other utilities
required by law for the normal and proper operation of the Property are, or as of Closing will be, installed to
the property line of the Property. All utilities serving the Property enter it, or as of Closing will enter it,
through currently effective public or private easements, and, to Seller’s current, actual knowledge, no fact or
condition exists which would result in the termination of such utilities services to the Property.
K.
Parties in Possession. Other than Seller, there are no parties in possession of any portion of
the Property as lessees, tenants at sufferance or trespassers.
It shall be a condition precedent to Purchaser’s obligation to close hereunder that the representations and
warranties of Seller set forth in this Agreement will be true in all material respects on the Closing Date.
Should Purchaser discover prior to the Closing that any representation or warranty set forth herein is
inaccurate in a material way, then Purchaser shall promptly provide written notice to Seller of such
inaccuracy, and provided that Seller is unable or unwilling to cure such inaccuracy, Purchaser shall have the
option of either waiving any claim against Seller by virtue of such inaccuracy and proceeding to Closing
without any adjustment to the Purchase Price, or Purchaser may terminate this Agreement, by written notice
to Seller within ten (10) days following written notice from Seller that Seller cannot or will not cure any
inaccuracy, whereupon this Agreement and all rights and obligations of the parties hereunder shall thereupon
cease and be deemed null and void, except for any provision which by its terms survives the termination of
this Agreement. In the event of such a termination by Purchaser pursuant to this Section, the Deposit shall be
immediately returned to Purchaser. In addition, the representations and warranties of Seller set forth herein
shall survive until the date which occurs eighteen (18) months of the Closing Date (the “Survival Period”),
and should Purchaser not learn until after the Closing that any representation or warranty set forth herein is
inaccurate in a material way, then any cause of action by Purchaser for such a breach must be filed, if at all,
prior to the end of the Survival Period. At the end of the Survival Period, Seller’s representations and
warranties (and any cause of action resulting from a breach thereof not then in litigation) shall terminate.
17.
Warranties and Representations of Purchaser. Purchaser hereby makes the following warranties and
representations to Seller, which warranties and representations shall be true in all material respects on the
Effective Date and shall also be true in all material respects at the time of Closing.
A.
Organization. Purchaser is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Texas, is authorized to do business in Texas, and has all requisite
power and authority to execute and deliver this Agreement.
B.
Authorization and Validity. The execution, delivery and performance of this Agreement and
the consummation of the transaction contemplated herein by Purchaser have been duly authorized and
approved by all necessary company action. This Agreement, when executed, will constitute the legal, valid
and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
It shall be a condition precedent to Seller’s obligation to close hereunder that the representations and
warranties of Purchaser set forth in this Agreement will be true in all material respects on the Closing Date.
Should Seller discover prior to the Closing Date that any representation or warranty set forth herein is
10396747v.4
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inaccurate in a material way, then Seller shall promptly provide written notice to Purchaser of such
inaccuracy, and provided that Purchaser does not otherwise elect to cure such inaccuracy, Seller shall have the
option of either waiving any claim against Purchaser by virtue of such inaccuracy and proceeding to Closing
without any adjustment to the Purchase Price, or Seller may terminate this Agreement, by written notice to
Purchaser within ten (10) days following written notice from Purchaser that Purchaser cannot or will not cure
any inaccuracy, whereupon Purchaser shall be deemed in default hereunder and the Title Company shall
deliver to Seller the Deposit as agreed upon liquidated damages, and this Agreement and all rights and
obligations of the parties hereunder shall thereupon cease and be deemed null and void, except for any
provision which by its terms survives the termination of this Agreement. In addition, the representations and
warranties of Purchaser set forth herein shall survive until the end of the Survival Period, and should Seller
not learn until after Closing that any representation or warranty set forth herein is inaccurate in a material
way, then any cause of action by Seller for such a breach must be filed, if at all, prior to the end of the
Survival Period. At the end of the Survival Period, Purchaser’s representations and warranties (and any cause
of action resulting from a breach thereof not then in litigation) shall terminate.
18.
Purchaser’s Conditions Precedent. The following are conditions precedent to Purchaser’s obligations
to close this transaction:
A.
Title. Seller’s delivery of good, indefeasible and insurable fee simple title to the Property
subject only to the Permitted Encumbrances as provided in Section 7 above.
B.
Document Delivery. Seller shall have executed and delivered to Purchaser or the Title
Company, as applicable, all of the documents required of Seller under this Agreement, including but not
limited to an acceptable special warranty deed, Seller’s certificate and the FIRPTA Affidavit.
C.
Performance of Covenants. Seller shall have performed all of its material covenants,
agreements and obligations under this Agreement.
D.
Truth of Representations and Warranties. All of Seller’s representations and warranties set
forth in Sections 15 and 16 of this Agreement shall be true and correct in all material respects as though first
made as of the Closing Date; for purposes of this subsection D, a representation shall be false if the factual
matter that is the subject of the representation is false notwithstanding any lack of knowledge or notice to the
party making the representation.
E.
Environmental Condition. There shall be no material, adverse change in the environmental
condition of the Property between the Effective Date and the Closing Date which is of the nature that would
be disclosed in a Phase One Environmental Study and which was not caused by Purchaser or Purchaser’s
agents, employees or contractors.
F.
Code Violations. Seller shall not have received after the Effective Date any notice of code
violation which is not cured on or before Closing, or if not cured, with respect to which Seller has not
deposited with the Title Company from the Closing proceeds, at Closing, sufficient monies from the Closing
proceeds to cure such code violation, provided that Seller shall have no obligation to cure such violation or
deposit any such Closing proceeds.
G.
Litigation. At Closing, there shall be no litigation pending or threatened against Seller or the
Property (and not initiated by or on behalf of Purchaser), seeking (i) to enjoin the consummation of the sale and
purchase hereunder, (ii) to recover title to the Property, or any part thereof or any interest therein, (iii) to increase
substantially ad valorem taxes theretofore or thereafter assessed against the Property, or (iv) to enjoin the violation
of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable to the Property.
10396747v.4
132
H.
Governmental Approvals. On or before the expiration of the Inspection Period (as the same may
be extended), Purchaser shall have obtained all necessary governmental approvals for developing the Property as
warehouse distribution and retail facility.
I.
Simultaneous Closings. Purchaser shall have the ability to simultaneously close the transaction
contemplated by this Agreement and the Other Agreements (as defined above).
J.
Due Diligence Critical Items. Purchaser’s receipt, prior to the expiration of the Inspection
Period, as may be extended hereunder, of written incentive offerings from both the City and State that are
satisfactory to Purchaser in its sole discretion as to the Due Diligence Critical Items.
Purchaser may waive any or all of the conditions precedent set forth in this Section 18. With respect to those
conditions precedent which require the cooperation or subsequent action of Seller, Seller shall undertake such
cooperation or action in good faith. If, notwithstanding Purchaser’s commercially reasonably diligent effort,
all of the foregoing conditions precedent are not satisfied on or before the Closing Date (or the applicable
time period relating to such condition precedent) and Purchaser is not in default hereunder, Purchaser shall
have the right and option to either (i) waive any such unsatisfied condition precedent and close this
Agreement in accordance with its terms without any adjustment to the Purchase Price, or (ii) terminate this
Agreement on such Closing Date. If Purchaser is not in default hereunder and elects to terminate this
Agreement because of the failure of a condition precedent to its obligation to close, then all rights and
obligations of the parties hereunder to each other shall end, except for any provision which by its terms
survives the termination of this Agreement, and this Agreement shall be of no further force or effect. In the
event of such a termination pursuant to this Section 18, the Title Company shall immediately return the
Deposit to Purchaser.
19.
Seller’s Conditions Precedent. The following are conditions precedent to Seller’s obligation to close
this transaction:
A.
Delivery of Documents. Purchaser shall have executed and delivered to Seller or the Title
Company, as applicable, all of the documents required of Purchaser under this Agreement.
B.
Performance of Covenants. Purchaser shall have performed all of its material covenants,
agreements and obligations under this Agreement.
C.
Payment of Purchase Price. Purchaser shall have delivered to Seller the balance of the
Purchase Price and the Title Company shall have delivered to Seller the Deposit.
D.
Truth of Representations and Warranties. All of Purchaser’s representations and warranties
set forth in Section 17 of this Agreement shall be true and correct in all material respects.
Seller may waive any or all of the preceding conditions precedent. With respect to those conditions precedent
which require the cooperation or subsequent action of Purchaser, Purchaser shall undertake such cooperation
or action in good faith. If, notwithstanding the parties’ commercially reasonably diligent effort, all of the
foregoing Section 19 conditions precedent are not satisfied on or before the Closing Date, Seller shall have
the right and option to either (i) waive any such unsatisfied condition precedent and close this Agreement in
accordance with its terms without any adjustment to the Purchase Price, or (ii) terminate this Agreement on
such Closing Date. If Seller is not in default hereunder and terminates this Agreement because of the failure
of Purchaser to satisfy any such conditions precedent, all rights and obligations of the parties hereunder to
each other shall end and this Agreement shall be of no further force or effect, except for any provision which
10396747v.4
133
by its terms survives the termination of this Agreement. In the event of such a termination pursuant to this
Section 19, the Title Company shall release the Deposit to Seller as agreed upon liquidated damages.
20.
Miscellaneous.
A.
Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, representatives, successors and permitted assigns, and no
third party shall have any rights, privileges or other beneficial interest in or under this Agreement. As used
herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall be
applicable to all genders.
B.
Assignability. Subject to the Exclusive Dealings provision at Section 20(K) below, either
party shall have the right to assign this Agreement without the other party’s prior consent. In no event shall
the assigning party be released from any liability or obligations hereunder following any assignment of this
Agreement. Upon assignment, such assigning party shall promptly deliver to the other a copy of the
instrument effecting an assignment of this Agreement in accordance with this Section 20.B. Subject to the
foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties.
C.
Broker’s Commissions. Except for Jones Lang LaSalle (“Purchaser’s Broker”) and Farrar
Real Estate/Lyle Real Estate (“Seller’s Broker” and collectively with Purchaser’s Broker, the “Broker”),
Seller and Purchaser warrant and represent to each other that no broker or other person expecting or due a fee
or commission related to the transaction herein contemplated was involved in this Agreement. Upon Closing,
Seller shall pay Seller’s Broker a commission in such amount and upon such terms as set forth in a separate
written agreement between Seller and Seller’s Broker, including without limitation, any brokerage splitting
provision with Purchaser’s Broker as may be contained therein. Seller shall be solely responsible for all fees,
if any, due to the Broker, other than such fees as Purchaser has expressly agreed to pay to Purchaser’s Broker
by separate written agreement, if any. Each party (the “Indemnifying Party”) shall indemnify the other party
against any claim of any broker claiming by, through or under the Indemnifying Party. This Section 20.C
shall survive delivery of the special warranty deed and Closing of this transaction.
D.
Entire Agreement. This Agreement, including the Exhibits attached hereto, contains the
entire Agreement between Seller and Purchaser, and all other representations, negotiations and agreements,
written and oral, including any letters of intent which pre-date the Effective Date hereof, with respect to the
Property or any portion thereof, are superseded by this Agreement and are of no force and effect. This
Agreement may be amended and modified only by an instrument, in writing, executed by all parties hereto.
E.
1031 Exchange. If either Party wishes to enter into an IRC Section 1031 like-kind exchange
with respect to the Property (“Exchange”), the other party agrees to cooperate, including the execution of
documents; provided (1) the cooperating party shall incur no liability or expense related to the Exchange and
(2) Closing shall not be contingent upon, nor extended or delayed by, such Exchange.
F.
Risk of Loss. The risk of loss to the Property after the Effective Date as a result of casualty
shall belong to Purchaser. Purchaser may not terminate this Agreement as a result of casualty and shall not be
entitled to any reduction in the Purchase Price as a result of casualty. Seller will assign to Purchaser at
Closing any insurance proceeds due to Seller for damage to the Property after the Effective Date as a result of
a casualty.
G.
Waiver. No waiver hereunder of any condition or breach shall be deemed to be a continuing
waiver or a waiver of any subsequent breach.
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134
H.
Severability. In case any one or more provisions contained in this Agreement shall, for any
reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.
I.
Texas Contract. This Agreement shall be deemed a Texas contract and construed according
to the laws of such state, regardless whether this Agreement is being executed by any of the parties hereto in
other states or otherwise. The proper and exclusive venue for any action concerning this Agreement shall be a
court of proper jurisdiction in and for Tarrant County, Texas.
J.
Time of the Essence. Time shall be of the essence in all aspects of this Agreement.
K.
Exclusive Dealing. From and after the Effective Date: (i) Seller will not, through any
representative or otherwise, solicit or entertain offers from, negotiate with, or in any manner encourage,
discuss, accept, or consider any proposal of any person relating to the acquisition of the Property, in whole or
in part, whether directly or indirectly, through purchase, lease, or otherwise; and (ii) Seller will immediately
notify Purchaser regarding any contact between Seller and its respective representatives and any other person
regarding any such offer or proposal or related inquiry.
L.
Insufficient Legal Description. Seller and Purchaser acknowledge that the legal description
of the Property contained in Exhibit A of this Agreement may be technically and legally insufficient for
purposes of supporting an action for specific performance or other enforcement hereof. Seller and Purchaser
confirm to one another that, notwithstanding such insufficiency, they desire to proceed to create this
Agreement and obtain the Survey as provided in Section 6 hereof. Therefore, since the parties are desirous of
executing this Agreement and further desire to provide certain rights to demand and successfully enforce
performance, and to ensure that such rights are not precluded due to the legal description of the Property
contained in Exhibit A, Seller and Purchaser agree that (a) they are experienced in transactions of the nature
provided for in this Agreement; (b) in fact, they specifically are familiar with the location of the Property that
is the subject of this Agreement; and (c) they each hereby waive any and all rights in a cause of action for
performance hereunder to claim that performance should not or cannot be deemed, ordered or enforced for
want of a legally sufficient and enforceable description of the Property that is the subject of this Agreement.
As noted in Section 6, upon completion of the Survey and approval of same by Seller and Purchaser, the legal
description of the Property contained in the Survey shall automatically be made a part of this Agreement for
all purposes, and shall be used in the documents to be delivered by the parties at Closing pursuant to
Section 8.
M.
Disclosure. Except as and to the extent required by law, without the prior written consent of
Purchaser, Seller may not, and Seller will direct its representatives not to make, directly or indirectly, any
public comment, statement, or communication with respect to, or otherwise to disclose or to permit the
disclosure of the existence of discussions regarding a possible transaction between Purchaser and Seller or
any of the terms, conditions, or other aspects of the transaction of this Agreement, except that Seller may
disclose such information to its advisors so long as they agree to maintain the confidentiality of such
information. If the Seller is required by law to make any such disclosure otherwise prohibited hereby, it must
first provide to the Purchaser the content of the proposed disclosure, the reasons that such disclosure is
required by law, and the time and place that the disclosure will be made.
N.
Third Party Beneficiary. The parties understand and agree that any assignee or nominee of
Purchaser is and will be considered a third party beneficiary of this Agreement and may enforce the terms
hereof to the same extent as Purchaser would otherwise be entitled.
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135
[Signature Pages to Follow]
10396747v.4
136
IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement to be effective as of
the Effective Date.
SELLER:
ARLINGTON INDEPENDENT SCHOOL DISTRICT,
in trust for the use and benefit of itself and the City of
Arlington, Tarrant County, and Tarrant County Education
District
By:
Title: Bowie Hogg, President, Board of Trustees
Date:
I-20 ACQUISITION (ARLINGTON ISD) – SIGNATURE PAGE 1 OF 2
10396747v.4
137
PURCHASER:
BIG ZILLA DEVELOPMENT OF TEXAS, LLC.,
an Ohio limited liability company
By:
Title:
Date:
I-20 ACQUISITION (ARLINGTON ISD) – SIGNATURE PAGE 2 OF 2
10396747v.4
138
_________________________________
_________________________________
_________________________________
EXHIBIT A
DESCRIPTION OF PROPERTY
Being all that certain 0.5 acre tract of land, more or less, out of Abstract 1186, Josiah O’Daniel
Survey located in the City of Arlington, Texas, and being more particularly described in that
certain Deed of record in Volume 2703, Page 566 of the Deed Records of Tarrant County, Texas,
SAVE AND EXCEPT that 0.99 acre tract conveyed to the State of Texas by that deed of record
in Volume 5034, Page 172 of the Deed Records of Tarrant County, Texas. #04083989
I-20 ACQUISITION (ARLINGTON ISD) –EXHIBIT A
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139
EXHIBIT B
FORM OF RESALE DEED
RESALE DEED
NOTICE OF CONFIDENTIALITY RIGHT:
IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY 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
THE STATE OF TEXAS
§
COUNTY OF TARRANT
§
§
KNOW ALL PERSONS BY THESE PRESENTS
That the ARLINGTON INDEPENDENT SCHOOL DISTRICT, “ISD”, for and in
consideration of the sum of Eighty-eight Thousand and 00/100 Dollars ($88,000.00) and other
good and valuable consideration, the receipt of which is hereby acknowledged, and acting for
itself and as Trustee for the CITY OF ARLINGTON “CITY” and TARRANT COUNTY,
“COUNTY” release, deed without warranty and surrender to the GRANTEE such title or interest
as the ISD, CITY, and the COUNTY, SAVE AND EXCEPT ANY AND ALL MINERAL
INTERESTS, by virtue of tax foreclosure proceedings, and by virtue of becoming purchasers of
the tax title under a sheriff's sale, as shown by a Constable’s Deed, recorded in the Deed Records
of Tarrant County, Texas, and by these presents, do release, deed without warranty and
surrender, subject to the terms, conditions, provisions and restrictions, herein set forth, unto
NAME:
ADDRESS:
JONES LANGE LASALLE BROKERAGE, INC.
Attn: Michael Swaldi
8343 Douglas Avenue
Dallas, Texas 75225
GRANTEE herein, all our right, title and interest, if any, in and to the following described real
property situated in TARRANT County, Texas, to wit:
Being all that certain 0.5 acre tract of land, more or less, out of Abstract 1186, Josiah
O’Daniel Survey located in the City of Arlington, Texas, and being more particularly
described in that certain Deed of record in Volume 2703, Page 566 of the Deed Records of
Tarrant County, Texas, SAVE AND EXCEPT that 0.99 acre tract conveyed to the State of
Texas by that deed of record in Volume 5034, Page 172 of the Deed Records of Tarrant
County, Texas. #04083989
I-20 ACQUISITION (ARLINGTON ISD) –EXHIBIT B
10396747v.4
140
This deed without warranty is made subject to and GRANTEE acknowledges the right of
redemption as provided in Sections 34.05 of the Texas Property Tax Code.
IN ACCEPTING THE DEED WITHOUT WARRANTY OF THIS PROPERTY, GRANTEE
EXPRESSLY ACCEPTS THE PROPERTY IN "AS IS" CONDITION, WITH ALL ITS
FAULTS, IF ANY. GRANTEE RELEASES ANY RIGHTS, AT LAW OR IN EQUITY,
GRANTEE MAY HAVE AGAINST THE ISD, CITY, AND COUNTY, THEIR OFFICERS,
AGENTS, AND EMPLOYEES, IN CONNECTION WITH THIS TRANSACTION.
FURTHER, GRANTEE RELEASES THE ISD, CITY, AND COUNTY, THEIR OFFICERS,
AGENTS, AND EMPLOYEES, FROM ANY AND ALL CLAIMS AND CAUSES OF
ACTION IN CONNECTION WITH THE BIDDING, TERMS, CONDITIONS, AND SALE OF
THIS PROPERTY OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THIS
RELEASE ALSO IS BINDING ON GRANTEE'S SUCCESSORS, HEIRS, AND ASSIGNS.
GRANTEE HAS HAD AN OPPORTUNITY TO INSPECT THE PROPERTY, AND
GRANTEE IS NOT RELYING ON ANY REPRESENTATION OR DISCLOSURES BY THE
ISD, CITY AND COUNTY, IN CONNECTION WITH THE PURCHASE OF THE
PROPERTY. THE FOREGOING PARAGRAPH SHALL BESUBJECT ONLY TO THE
LIMITED EXPRESS REPRESENTATIONS AND WARRANTIES OF GRANTOR AS MAY
BE SET FORTH IN THAT CERTAIN PURCHASE AND SALE AGREEMENT DATED
___________, 2014 BY AND BETWEEN GRANTOR AND GRANTEE.
TO HAVE AND TO HOLD all of our right, title, and interest in and to the above described
property and
premises, subject to the aforesaid, unto the said GRANTEE, his/her heirs, successors, and
assigns forever, so that the ISD, CITY and the COUNTY, and our legal representatives,
successors and assigns shall not have, claim or demand any right or title to the aforesaid
property, premises or appurtenances or any part thereof.
EXECUTED this ______ day of ________________________, 2014.
By______________________________
Bowie Hogg, President, Board of Trustees, Arlington
Independent School District
10396747v.4
141
THE STATE OF TEXAS
§
§
§
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared Bowie Hogg,
President, Board of Trustees, ARLINGTON INDEPENDENT SCHOOL DISTRICT, known to me
to be the person whose name is subscribed to the foregoing instrument, and acknowledge to me that
the he executed same for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICES this _________, day of
_____________________, 2014.
______________________________
NOTARY PUBLIC, State of Texas
10396747v.4
142
Board of Trustees Communication
Meeting Date:
June 26, 2014
Consent Item
Subject:
RFP for SHARS Medicaid Reimbursement Vendor
Purpose:
To provide the Board with the opportunity to discuss and possibly act on the proposal for a SHARS
medicaid reimbursement agreement with Houston ISD Medicaid Finance and Consulting Services
Background:
Medicaid services provided by school districts in Texas to Medicaid eligible students are known as SHARS,
which allows districts to obtain Medicaid reimbursement for certain health-related services documented in
student individualized education plans (IEP). Billable services include: audiology services, counseling,
nursing services, physician services, occupational therapy, physical therapy, psychological services &
assessments, speech therapy services, personal care services, and transportation in a school setting.
The SHARS billing guidelines are complex and require a structured system for training, documentation,
implementation, billing, and audit. Houston ISD presented a user friendly electronic system for
documentation and reporting. They offer a comprehensive training and support structure, which includes
assistance with cost reports/reporting, MOE guidance and revenue projections, for the nominal fee of 4% of
the total reimbursement for billing and 0% for the annual cost report revenue.
Bid Number 14-75, Request for Proposals (RFP) for a School Health and Related Services (SHARS)
Reimbursement Filing Services bid, was issued to procure these services. Five vendors responded to the
RFP and all five were selected for interviews. A committee comprised of the Director for Special Education,
Curriculum Coordinator for Special Education, Director of Accounting, and Director of Purchasing viewed
presentations and interviewed representatives of the five firms regarding their qualifications and proposed
services. The committee identified Houston ISD Medicaid Finance and Consulting Services as the vendor
most qualified to provide the comprehensive services specified in the RFP.
A memo detailing the procurement process and Administration’s recommendation is attached hereto.
Recommendation:
The Administration recommends that the Board approve an agreement with the
Houston ISD Medicaid Finance and Consulting Services to conduct the district’s Medicaid billing and
consultant support as outlined in RFP 14-75.
Submitted to:
Submitted by:
Board of Trustees
Prepared by:
Paula Long
Date:
June 23, 2014
143
MEMOR
RANDUM
TO:
Evaan Smith
Chief Academicc Officer
FROM:
ula Long
Pau
Dirrector of Speccial Education
n
DATE:
Jun
ne 22, 2014
SUBJECT:
SC
CHOOL HEA
ALTH AND RELATED
R
S
SERVICE (S
SHARS) REIIMBURSEM
MENT
FILING SERVICES BID
As you arre aware, AISD has not beeen generating
g SHARS reim
mbursable revvenue to the eextent possiblee.
The current Medicaid services
s
vend
dor is Intelmed
d. They havee provided SH
HARS Medicaaid filing servvices
to AISD for
f at least thee last 9 years. In my review
w of SHARS audit readineess and revennue
reimburseements, it became evident that
t AISD needed to seek bbids for SHA
ARS Medicaidd filing servicces.
Bid Numb
ber 14-75, Reequest for Pro
oposals (RFP)) for a Schooll Health and R
Related Servicces (SHARS))
Reimbursement Filing Services bid,, was issued to
t procure theese services. F
Five vendors rresponded to the
RFP and all
a five were selected
s
for in
nterviews.
 PCG
 Computer
C
Automation Systtems
 Texas
T
Associaation of Schoo
ol Boards (TA
ASB)
 Houston
H
ISD Medicaid
M
Finaance and Con
nsulting Serviices
 In
ntelmed
A committtee compriseed of the Direcctor for Speciial Educationn, Curriculum Coordinator for Special
Education
n, Director off Accounting, and Director of Purchasinng viewed preesentations annd interviewedd
and proposedd services. Thhe committee
representaatives of the five
f firms regarding their qualifications
q
identified Houston ISD
D Medicaid Fiinance and Co
onsulting Serrvices as the vvendor with thhe most qualiified
to providee the compreh
hensive servicces specified in the RFP.
The SHAR
RS billing gu
uidelines are complex
c
and require
r
a stru ctured system
m for training,, documentatiion,
implemen
ntation, billing
g, and audit. Houston ISD
D presented a vvery user frieendly electronnic system forr
documenttation and rep
porting. They
y offer a comp
prehensive traaining and suppport structurre, which inclludes
guidance in finance forr cost reportin
ng and MOE, for the nominnal fee of 4%
% of the total rreimbursemennt for
billing and 0% for costt report reven
nue. Houston ISD demonsttrated they noot only had a user friendly
system for provider serrvice documeentation, but also
a offer a soolid training aand support sttructure. Theyy
were prep
pared with con
nservative esttimates for prrojected revennues for AISD
D which show
wed a dramatic
increase in
n reimbursem
ments.
Please incclude the reco
ommendation of the comm
mittee in the atttached comm
munication to the board of
trustees fo
or consent ageenda. Also atttached is the evaluation ruubric, revenuee projections and a table of
notes collected during the interview
w and presentaations.
144
SHARS RFP #14‐75 Evaluation Rubric 1 = DID NOT MEET SPECIFICATIONS 2 = MET SPECIFICATIONS 3 = COMMITTEE’S PREFERENCE
PCG Computer Automation Systems TASB Intelmed Houston ISD Notes Price /Cost 4.95% up to 1.5 million on reimbursable collections 6.5% revenue over 1.5 million on reimbursable collections Was not clear on cost report fee 25 pts 5% of total of billing collections & 5% of total cost report collections 30 pts
6% up to $833,333.33 of collections ($50,000 cap) 40 pts 5% of total of billing collections & 5% of total cost report collections 30 pts 4% of total reimbursable collections & 0% for cost report revenue 40 pts
Although TASB was the lowest bidder, they do not offer the most comprehensive goods & services. Reputation Overall Quality of Good & Services User friendly electronic data capture Reporting/ Cost Report Finance /Revenue Guidance 2 2 2 2 2 2 2 2 3 3 2 2 2 2 2 2 1 2 2 3 2 2 2 2 3 Training & Support 2 2 2 2 3 Houston offers assistance at no extra charge with finance & MOE. Houston increases their staff to align with an increase in business. They assign a district support person who spends one day per month in‐
district for consultation and follow up. 145
Vendor SHARS Billing/Revenue
Public Consulting Group (PCG) Houston ISD Medicaid (MFCS) Computer Automation Services Smart Medicaid Services (TASB) Intelmed  4.95% up to 1.5 million on reimbursable collections  6.5% revenue over 1.5 million on reimbursable collections 4%
Presented analysis of projected revenue $12 plus million 5%
6% up to $833,333.33 of collections ($50,000 cap) 5% up to total of collections
146
Cost Settlement Report ? 0% 5% 0% 5% up to total of collections Vendor Training & Support
Public Consulting Group (PCG) Houston ISD Medicaid (MFCS) Computer Automation Services Smart Medicaid Services (TASB) Intelmed  Trainer of Trainer‐3 days free, limit of 20 participants each day  Tiered Support Call Structure  Trainer of trainer  Expand number of staff as client base grows  Manual for all users/ providers  Free online training  Monthly in‐house support visit  Free online and webinars  Open support structure…anyone can call 7AM‐11PM  Open support structure  Trainer of trainer  Online training  Trainer of trainer  Site‐based training  WebX training  Developing videos  Training materials online by provider 147
Training Fees
$3,000 per day
None
None
None
None
Vendor Assistance with Cost Reporting  Will prepare cost report (for additional fee)  Assists with preparing reports Houston ISD Medicaid  Prepares reports (MFCS)  Assists with Finance/ MOE analysis Computer Automation Developing Report Services Structure for Assistance Smart Medicaid Services Assists in preparing cost (TASB) reports Intelmed  Program tracks data needed for cost reporting  Quarterly RMTS tracking Public Consulting Group (PCG) 148
Report Features
Yes Yes Yes Yes Yes Vendor Public Consulting Group (PCG) Houston ISD Medicaid (MFCS) Computer Automation Services Smart Medicaid Services (TASB) Intelmed Features
 Offers IEP, 504, Dyslexia, & RTI system  Electronic data capture  Mobile App  Electronic data capture  Upgrades forthcoming  Electronic data capture very robust  Mobile App  Electronic data capture  Many upgrades forthcoming with possible SHARS billing phase out  Mobile App  Electronic data capture  Very customizable for no additional charge  Color coded  Customized form developed for AISD (separate elementary and secondary forms) Paula Long 6‐19‐14 149
User Friendliness
Very user friendly
Very user friendly
Extremely user friendly Not as user friendly
Complex custom form designed to mirror the paper form INTERLOCAL AGREEMENT
HOUSTON INDEPENDENT SCHOOL DISTRICT
AND
SCHOOL HEALTH AND RELATED SERVICES (SHARS) PROGRAM
I.
GENERAL An Interlocal Agreement (Agreement) is one of the six procurement methods allowed
under Section 44.031, of the Texas Education Code. This Agreement is entered into by and
between Houston Independent School District hereafter referred to as “HISD” and Arlington
Independent School District hereafter referred to as “ARLINGTON ISD” or “Client District” as the
contracting parties, pursuant to Chapter 791, Texas Government Code, as amended. In
consideration of the provisions, covenants and mutual responsibilities herein expressed, the
parties hereto enter into this Agreement as follows:
Both Parties, in the performance of governmental functions or services shall, respectively, render
performance and make payments from current revenues legally available to the Party
II.
GOVERNING LAW This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas. Exclusive venue for all purposes incident to this Agreement shall lie
in Harris County, Texas.
III.
PURPOSE The purpose of this Agreement is for the HISD to manage and provide Medicaid
Billing and Claiming Services for the ARLINGTON ISD’s School Health and Related Services
(SHARS) Program. These services to be offered by HISD to ARLINGTON ISD, and the duties
and responsibilities of ARLINGTON ISD, are described in “EXHIBIT A: ROLES AND
RESPONSIBILITIES” section of this Agreement. The services of HISD are defined and limited to
the claiming for Medicaid reimbursement of the SHARS program activities and associated costs.
IV.
TERM This Agreement shall commence on July 1, 2014 and shall remain in effect until Three
(3) years from Date of Award and this Agreement will be automatically renewed annually for two
(2) consecutive years after the completion of the above term, except with 60 days advance
written notice of termination by either party in accordance with this Agreement.
Either party may terminate this Agreement at any time without cause upon sixty (60) days
advanced written notice to the other party. In the event of termination by either party, each party
will cooperate with the other party to facilitate the turnover of materials and records as needed to
assure continued support or on-going operations. Any rights each party has to receive revenues
from Medicaid reimbursements shall survive termination of this Agreement to the extent that such
revenues were completely earned for SHARS claims billed and/or for consulting services
provided prior to the effective date of the termination of the Agreement.
V.
DATA AND PROPRIETARY RIGHTS The Work shall be deemed “Work Made For Hire” as
defined by the United States Copyright Law, and HISD retains for itself sole ownership of all
proprietary rights in and to all designs, engineering details and other data pertaining to any
discoveries, inventions, patent rights, software, improvements and all related materials originated
and/or developed by HISD personnel in the course of performing the work and services
associated with this Agreement (“Work”).
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INTERLOCAL AGREEMENT
VI.
HOUSTON ISD AND ARLINGTON ISD
RECORDS, DOCUMENTS, AND CONFIDENTIALITY HISD will own all proprietary rights to all
SHARS program billing records, documents, and Proprietary or confidential information and/or
trade secrets developed, created and/or originated by HISD and ARLINGTON ISD either prior to
the commencement or during the continuation of this Agreement. Upon termination according to
provisions in the “TERM” section of this Agreement, the ARLINGTON ISD shall make available to
the HISD and turn over at HISD’s request, all SHARS program billing records, documents, and
Proprietary information received from the HISD.
The ARLINGTON ISD acknowledges and agrees not to disclose to any nonparty to this
Agreement, other than as required to implement the terms of this Agreement, any SHARS
records, documents, proprietary information, reports, operating information, financial data or other
business information, relating to the other parties without written permission from an HISD official,
except as otherwise provided by the Texas Public Information Act or other applicable law.
VII.
CONFIDENTIAL AND PROPRIETARY INFORMATION The parties may provide technical
information and expertise to each other that is either: (1) marked as being confidential or, (2) if
delivered in oral form, is summarized in writing within 10 working days and identified as being
confidential (“Confidential Information”). The receiving party shall for a period of five (5) years
from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict
confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish
or disclose the disclosing party’s Confidential Information to anyone other than the receiving
party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential
Information solely for performance of this Agreement. The foregoing requirement shall not apply:
(a) to any portion of a party’s publicly known information through no wrongful act or omission on
the part of the receiving party; (b) to any such information that is already known to the receiving
party at the time of the disclosure without similar non-disclosure obligations; (c) to any such
information that is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) to any such information that is approved for release by written
authorization of the disclosing party; or (e) to any such information that is required to be
disclosed by order of a court or government body or by applicable law, provided that the party
intending to make such required disclosure shall promptly notify the other party of such intended
disclosure in order to allow such party to seek a protective order or other remedy.
VIII.
SHARS REVENUE SHARS revenue shall mean the following; (1) the gross Federal Share of the
SHARS program’s reimbursements before the allocation of gross Federal reimbursements
between the State of Texas and the ARLINGTON ISD, and (2) cash and any credits received by
the State of Texas on the behalf of or for the ARLINGTON ISD’S benefit as a direct result of
participating in the SHARS program.
IX.
COMPENSATION FOR SERVICES HISD shall be compensated by the ARLINGTON ISD in
amounts based on the fee schedule listed in “Exhibit B” attached hereto and made a part of this
Agreement.
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151
HISD shall be entitled to payment for all current and retroactive claims successfully completed
and for which reimbursement has been received by the ARLINGTON ISD. HISD shall send
ARLINGTON ISD a monthly invoice of fees due to HISD and each invoice will be due and
payable to HISD within 30 days.
Claims filed retroactively in accordance with regulatory Medicaid guidelines in the Texas Medicaid
Plan will be due and payable based on the current schedule listed in “Exhibit B” of this
Agreement. The basis for claims filed retroactively is described in “Exhibit C” of this Agreement,
which is made a part hereof. All invoices shall include appropriate documentation to support the
payment. Upon termination of this Agreement, HISD shall be entitled to payment for all claims
successfully transmitted to Texas Medicaid and Healthcare Partnership/Medicaid to date of
termination, and as payment is received by ARLINGTON ISD.
In the event that any federal and/or state agency shall demand return of any payments for claims
previously remitted on behalf of ARLINGTON ISD, including applicable interest, penalties, or
charges related to such claims, ARLINGTON ISD shall be responsible for reimbursement of all
such amounts.
In the unforeseen event that HISD must incur substantial increases in cost for personnel and/or
material to keep in compliance with new Medicaid regulations, the parties to this Agreement
mutually agree to negotiate a reasonable increase in fees or costs that would be incurred by the
HISD to maintain Medicaid compliance.
X.
EVENTS OF DEFAULT Upon the occurrence of an Event of Default (as hereafter defined) by
either party to this Agreement, the non-defaulting party may terminate this Agreement effective
thirty (30) days from the date of written notice to the defaulting party. Each of the following
events constitutes an Event of Default:
A. ARLINGTON ISD fails to make any payments to HISD on or before the due date and fails to
cure this delinquency within thirty (30) days of notice of such delinquency from HISD;
B. ARLINGTON ISD fails to perform or observe any other duty or obligation to be performed or
observed by it under this Agreement, and such failure shall continue for thirty (30) days after
written notice thereof from HISD to the ARLINGTON ISD, or
C. HISD fails to perform any of its duties hereunder, and such failure shall continue for thirty (30)
days after written notice of such failure sent by the ARLINGTON ISD to HISD.
XI.
CONFIDENTIALITY OF STUDENT CLINICAL OR MEDICAL DATA ARLINGTON ISD shall not,
during or subsequent to the term of this Agreement, directly or indirectly disclose confidential
information or clinical data of students from ARLINGTON ISD to anyone other than an employee
of the ARLINGTON ISD, who requires such information to perform hereunder, or an employee of
HISD, except as otherwise may be required by the terms of the Texas Public Information Act, the
Family Educational Rights and Privacy Act (FERPA), Health Insurance Portability and
Accountability Act (HIPAA), or pursuant to subpoena or court order.
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HISD shall not, during or subsequent to the term of this Agreement, directly or indirectly disclose
confidential information or clinical data of students from the ARLINGTON ISD to anyone other
than an employee or agent of HISD who requires such information to perform hereunder, or as
required in order to perform the claims Submission process, except as otherwise may be
required by the terms of the Texas Public Information Act, the Family Educational Rights and
Privacy Act (FERPA), Health Insurance Portability and Accountability Act (HIPAA), or pursuant to
subpoena or court order.
No information shall be deemed confidential unless designated as such in writing by the party
asserting such confidential nature, or unless designated as confidential by law under any of the
aforementioned statutes or other applicable laws, rules or regulations.
XII.
CUSTOMER SUPPORT HISD will provide comprehensive client support services including the
handling of all incoming customer (client) calls during normal HISD business hours regarding the
SHARS program or HISD client services related to SHARS reimbursement.
Upon mutual execution of this Agreement, HISD agrees, within 15 business days, to begin formal
training and/or orientation with ARLINGTON ISD on the finance and program processes and/or
procedures of this SHARS program.
XIII.
IMMUNITY AND DISCLAIMER HISD does not waive or relinquish any immunity or defense on
behalf of itself, and its trustees, officers, employees (paid or volunteer) and agents all in both their
individual and official capacities, as a result of the execution of this Agreement and performance
of the functions or obligations described herein.
The Parties expressly agree that HISD has made no warranties whatsoever, express or implied,
regarding the accuracy, dependability or viability of the data or the SHARS program or any
products related to the SHARS reimbursement process.
HISD hereby expressly disclaims, and the ARLINGTON ISD expressly agrees to such disclaimer,
of any and all express and implied warranties with regard to the SHARS program including,
without limitation, any implied warranties of merchantability or fitness.
In no event shall HISD be liable for any loss, inconvenience, claims or damages, including without
limitation, any damages for loss of business profits, business interruption, loss of any actual or
potential SHARS reimbursements, or claims for reimbursement, or any other direct or indirect
claims or causes of action, resulting from or arising out of this Agreement and the obligations
herein.
Nothing contained in this Agreement shall create a contractual relationship with or a cause of
action in favor of any third party against HISD.
XIV.
ERRORS AND OMISSIONS No accidental errors or omissions upon the part of either party
shall relieve the other party of its responsibilities under this agreement, provided such errors and
omissions are reported as soon after discovery as possible.
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XV.
SOLICITATION During the term of this Agreement, and for a period of one year thereafter,
neither ARLINGTON ISD nor HISD will solicit for employment, in areas related to Medicaid
programs, any employees of the other party or its affiliates who directly participated in the work
being performed hereunder.
XVI.
NO ASSIGNMENT No assignment of this Agreement or of any duty or obligation of
performance hereunder, shall be made in whole or in part by either party without the prior written
consent of the other party.
XVII.
SECTION HEADINGS
The heading of sections contained in this Agreement are for
convenience only, and they shall not, expressly or by implication, limit, define, extend, or construe
the terms or provisions of the sections of this Agreement.
XVIII. NOTICE Any notice required to be given under the provisions of the Agreement shall be in
writing and shall be duly served when it shall be hand-delivered to the addressees set out below,
or shall have been deposited, duly registered or certified, return receipt requested, in a United
States Post Office addressed to the other party at the following addresses:
To: Houston Independent School District
Houston Independent School District
Attn: Kenneth Huewitt, Chief Financial Officer
4400 West 18th Street
Houston, Texas 77092
To: Arlington Independent School District
Attn: Tony Drollinger, Executive Director of Finance
Arlington, TX 76013
XIX.
MISCELLANEOUS This Agreement shall constitute the complete understanding of HISD and
ARLINGTON ISD, and may not be modified in any manner without the express written consent of
both parties.
If any portion of this Agreement shall be declared or held unenforceable for any reason, the
remaining portions hereof shall continue in full force and effect. All exhibits attached hereto are
expressly made a part of this Agreement.
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154
In WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date(s) set forth herein.
Dated this _________ day of ________________________, 2014.
ARLINGTON ISD
_________________________________
Dr. Marcelo Cavazos
Superintendent of Schools
HOUSTON ISD
______________________________________
Terry B. Grier, Ed.D.
APPROVED AS TO FORM:
_________________________________________
Donald R. Boehm, Attorney
APPROVED AS TO FUNDING AND BUSINESS TERMS
_________________________________________
Kenneth Huewitt, Chief Financial Officer
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EXHIBIT “A”
ROLES AND RESPONSIBILITIES
HOUSTON ISD / BILLING AGENT
1)
Assist the client district in obtaining a Medicaid Provider Identification Number.
2)
Assist the client district in executing a provider contract as required by TMHP to file electronic
claims.
3)
Verify student eligibility for each claim submitted (HISD pays for and maintains a direct-line
access to the State Medicaid eligibility mainframe on behalf of all its school districts).
4)
Provide the client district with pre-printed or on-line SHARS service tickets generated from the client
district’s Medicaid eligible student list.
5)
Process all required data to create and maintain student, clinician/therapist, and service files.
6)
Process each SHARS claim generated by the client district’s clinician or health care providers
documenting each SHARS service provided to Medicaid eligible students.
7)
Submit SHARS claim data to TMHP/Medicaid for SHARS reimbursement utilizing HISD billing
software for electronic claims submission for which Medicaid reimbursement will be sought.
8)
Provide the client district with support services for Claims Tracking for the client district’s use in
tracking monthly service tickets for SHARS Medicaid eligible students.
9)
Issue monthly invoice for services provided to client district that discloses claims successfully
processed, submitted, and subsequently paid by TMHP/Medicaid.
10) Maintain billing records including site storage for data stored at HISD.
11) Generate quarterly reports, which show: (1) SHARS revenue billed to date, and (2) SHARS revenue
received to date.
12) Provide access to applicable documentation and records required by federal and state laws, rules
and regulations, and guidelines for Medicaid or other governmental compliance.
13) Provide support with the Center for Medicare and Medicaid Services (CMS), Texas Health and
Human Services Commission (THHSC), and Texas Education Agency (TEA) audits.
14) Provide client support Hot Line with free 1-800 long distance access during normal HISD business
hours.
15) Monitor compliance with changing federal and state Medicaid laws.
16) Assist client district with the quarterly submission of the “Certification of Expended State Funds
Letter” as required by CMS and THHSC.
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156
EXHIBIT “A”
ROLES AND RESPONSIBILITIES
PAGE 2
ARLINGTON ISD / CLIENT DISTRICT
1)
Designate contact person(s) or coordinator to officially communicate and maintain on-going contact
with the HISD
2)
Obtain a Medicaid Provider Identification Number.
3)
Execute a provider contract as required by TMHP to file electronic claims.
4)
Authorize HISD to act as billing agent by executing Billing Service Authorization per “Exhibit D”
of this Agreement.
5)
Submit a listing, and/or data base of all of ARLINGTON ISD’s special education students for HISD to
determine SHARS Medicaid eligibility, and update list as required by HISD.
6)
Submit copies of monthly SHARS service tickets to HISD for claims processing and submission.
7)
Maintain source documentation for a period of seven (7) years on services for which SHARS claims
were filed.
8)
Warrant to the best of the knowledge of the district, its agents, officers, and employees, the
accuracy, reliability, and completeness of any and all claim information submitted to HISD.
9)
Pay monthly invoices received from HISD for SHARS Medicaid revenue received and services
provided to ARLINGTON ISD in accordance with the Current Fee Schedule in “Exhibit B” of this
Agreement.
10) Require clinicians and SHARS service providers to complete monthly pre-printed SHARS Service
Tickets for monthly processing and claims submission for Medicaid reimbursement.
11) Authorize HISD as billing agent, by executing Release Of Information as per “Exhibit E” to obtain a
copy of the client district quarterly “Certification of Expended State Funds Letter” from TMHP.
12) Provide other information and services as required in order to successfully complete the SHARS
claim process.
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EXHIBIT “B”
FEE SCHEDULE
HISD SERVICE FEE SCHEDULE
ELECTRONIC CLAIM SUBMISSION
HISD SERVICE FEE SCHEDULE FOR CLIENT DISTRICT’S PAID
CLAIMS
4 % OF ALL SHARS REIMBURSEMENT REVENUE RECEIVED,
0 % OF COST REPORT
PLEASE NOTE:
1)
Service fee will only apply to PAID CLAIMS that generated Medicaid reimbursement
revenue.
2)
Contract renewals will be effective ________________ of each consecutive year.
3)
Payment of fees to HISD must be made on or before the due date of monthly invoice
received from HISD.
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EXHIBIT “C”
RETROACTIVE CLAIMS
For retroactive claims submitted during the period designated in the Texas Medicaid Plan,
HISD shall be entitled to payment only for claims successfully completed and for which
reimbursement has been received by the ARLINGTON ISD. Billings by HISD under this
agreement shall be due and payable only for clams for which ARLINGTON ISD has
received prior reimbursement. In the event that any claims are subsequently disallowed
after payment to the ARLINGTON ISD, then HISD shall reimburse ARLINGTON ISD for
fees received by HISD on any such claims. Fees due and payable will be based on the
fee schedule in “Exhibit B” of this agreement. These terms apply only to the retroactive
claim filing period as designated by the Texas Health and Human Services Commission
(THHSC) and do not impact claims incurred during the current academic year.
10
159
EXHIBIT “D”
BILLING SERVICE AUTHORIZATION
This form authorizes the Houston Independent School District through its billing software service to act
on the behalf of ARLINGTON ISD in meeting the requirements authorized in the following paragraphs,
when submitting Medicaid claims on behalf of ARLINGTON ISD.
This is also to certify that information appearing on billings submitted by ARLINGTON ISD for the Texas
Medical Assistance Program is and will be true, accurate and complete. ARLINGTON ISD understands
that payment of any Texas Medical Assistance Program claim will be from federal and state funds and
that any falsification or concealment of a material fact may be prosecuted under federal and state laws.
These certifications are made in accordance with requirements found at 42 Code Federal Regulations
455.18 and 455.19.
ARLINGTON ISD also certifies that the items billed to the Texas Medical Assistance Program are and
will be for services that have been and will be provided by ARLINGTON ISD, and in cases of physician
services, the services, supplies, or other items billed have been and will be medically necessary for the
diagnosis or treatment of the condition of the patients, and are provided without regard to race, color,
sex, national origin, age, or handicap.
Additionally, ARLINGTON ISD agrees to keep such records as are necessary to disclose fully the extent
of services provided to individuals under the Texas Medical Assistance Program and to furnish and
provide access to information regarding any payment claimed for providing such services as the State
Agency, Attorney General’s Office, and Department of Health and Human Services (HHS) Office may
request for five (5) years from date of service, or until any dispute is settled, whichever occurs first.
ARLINGTON ISD agrees to accept the amounts paid by the Medicaid program as full payment for the
services rendered for which a Medicaid benefit is provided under the Texas Medical Assistance Program.
This form, to be retained in HISD files, bears ARLINGTON ISD’s original authorized signature:
Dr. Marcelo Cavazos
Medicaid Provider Number
Name of Authorized Representative
Provider (District Name)
Authorized Signature
P.O. Box / Street
Title
Arlington, TX 76013
City/State/Zip
Date
11
160
EXHIBIT “E”
RELEASE OF INFORMATION
Arlington Independent School District authorizes HISD, as billing agent, to obtain a
copy of the quarterly “Certification of Expended State Funds Letter” from the Texas
Medicaid and Healthcare Partnership (TMHP) at the time it is sent to the district.
EXECUTED ON: ___________________
_________________________________________
Authorized Signature
________________________________________
Printed Name
________________________________________
Title
________________________________________
Date
12
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ARLINGTON INDEPENDENT SCHOOL DISTRICT

Transcripción

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