Loading...
HomeMy WebLinkAboutAgenda Packet City Council - 09/29/2015Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, September 29, 2015 11:30 AM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Nelda Martinez to call the meeting to order. B. Invocation to be given by Reverend John Hardie, St. Mark's Episcopal Church. C. Pledge of Allegiance to the Flag of the United States to be led by Daniel McGinn, Assistant Director of Environmental and Strategic Initiatives. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 15-1088 Proclamation declaring October 6, 2015, "Distinguished Members Recognition Day" Proclamation declaring October 6, 2015, "National Night Out" Proclamation declaring October 4-10, 2015, "National Fire Prevention Week" Proclamation declaring October 5-11, 2015, "Corpus Christi Symphony Week" Proclamation declaring October 2015, "Dysautonomia Awareness Month" Certificate of Commendation to Ryan Lennan Corpus Christi Page 1 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER H. MINUTES: 2. 15-1089 Regular Meeting of September 22, 2015 Attachments: Minutes - September 22, 2015 I. BOARD & COMMITTEE APPOINTMENTS: (NONE) J. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. K. CONSENT AGENDA: (ITEMS 3 - 22) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed Corpus Christi Page 2 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3. 15-1011 Purchase and Lease Purchase of sixty-two (62) Police Vehicles Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford -Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 40 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. Silsbee Ford Silsbee, TX Item 2 $74,790.00 Purchase Lease -Purchase Interest for Lease Total Cost AutoNation Ford Corpus Christi, TX Item 1 & 3 $1,567,800.00 $1,169,590.00 $473,000.00 $30,670.12 $1,673,260.12 Attachments: Agenda Memo - Police Vehicles Resolution - Police Vehicles Bid Tabulation - Police Vehicles.xlsx 4. 15-1051 Purchase and Lease Purchase of forty-eight (48) Vehicles Motion approving the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles from Caldwell Country Chevrolet, Caldwell, Texas for a total amount of $1,451,711A8. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds for the purchase of the vehicles have been budgeted in FY 2014-2015. Financing for the lease -purchase of the vehicles will be provided through the City's lease -purchase financing contractor. Purchase - Lease Purchase - Interest for Lease - Total Cost $416,532.28 $972,143.73 $63,035.47 $1,451,711.48 Corpus Christi Page 3 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Attachments: Agenda Memo - Vehicles.docx Price Sheet - Vehicles (2) Justification Memo -Purchase and Lease -Purchase of Vehicles 5. 15-1033 Lease -Purchase of four (4) Heavy CNG Trucks for the Street Department Motion approving the lease -purchase of four heavy compressed natural gas (CNG) trucks from Corpus Christi Freightliner of Corpus Christi, Texas for a total cost of $641,491.90. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $602,429.36 Interest for Lease - $39,062.54 Total Cost $641,491.90 Attachments: Agenda Memo - Heavy CNG Trucks.docx Price Sheet - Heavy CNG Trucks.xlsx 6. 15-1035 Lease -Purchase of two (2) Bucket Trucks for the Street Department Motion approving the lease -purchase of two bucket trucks from Grande Truck Center of San Antonio, Texas for a total cost of $200,502.80. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $188,293.52 Interest for Lease - $12,209.28 Total Cost $200,502.80 Attachments: Agenda Memo - Bucket Trucks.docx Price Sheet - Bucket Trucks.xlsx 7. 15-1049 Purchase of two (2) Sport Utility Vehicles for Code Enforcement Motion approving the purchase of two sport utility vehicles from Caldwell Country Ford in accordance with the State of Texas Cooperative Purchasing Program for a total expenditure of $53,218.00. Funds have been budgeted by Code Enforcement in FY 2014- 2015. Attachments: Agenda Memo -SUVs.docx Price Sheet - SUVs.xlsx 8. 15-0993 Purchase of Meter Transmission Units for the Water Department Corpus Christi Page 4 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. Attachments: Agenda Memo - Meter Transmission Units.docx Price Sheet - Meter Transmission Units.xlsx Quote - Meter Transmission Units.pdf Resolution - Meter Transmission Units Alcara vFinal 20150911 9. 15-1008 Lease -Purchase of Curbside Refuse and Recycle Containers for Customer Use Motion approving the lease -purchase of 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Cascade Cart Solutions, Grand Rapids, MI for the total amount of $626,916.01. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Government (H -GAC). The containers will be used in the City's automated collection program. Funding is available from the city's lease purchase financiing contractor. Purchase Price - $588,741.04 Interest for Lease - $38,174.97 Total Cost $626,916.01 Attachments: Agenda Memo - Curbside Refuse and Recycle Containers.docx Price Sheet -Curbside Refuse and Recycle Containers.xls 10. 15-1039 Service Agreement to expand the citywide integrated mapping system in Maximo Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG, and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. Attachments: Agenda Memo - Integrated Mapping System in Maximo.docx Resolution - Integrated Mapping System in Maximo Statement of Work & Quotation - Integrated Mapping System in Maximo.pdf Service Agreement -Integrated Mapping System in Maximo.pdf 11. 15-1038 Merchant Account Services Agreement to allow the City to receive credit and debit card payments Corpus Christi Page 5 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Motion approving a service agreement with Fidelity Information Services, LLC (FIS) to provide a Merchant Account for Credit/Debit Card payments for an estimated annual expenditure of $692,948.86, based on lowest responsive proposal in accordance with Request for Proposal No 45. The agreement is established for a three year period with options to extend the agreement for up to two additional twelve month periods, subject to the approval of the City Manager or designee and the service provider. Funding is available in the various using department operational budgets. Attachments: Agenda Memo - Merchant Account Services Price Sheet - Merchant Account Services Agreement - Merchant Account Services 12. 15-1030 Upgrade Automated Fingerprint Identification System (AFIS) Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. Attachments: Agenda Memo - AFIS Upgrade.docx Resolution - Sole Source 3M Cogent Upgrade 20150909 Price Sheet - AFIS Upgrade 13. 15-1046 Hiring the External Auditor for the FY 2015 Audit Motion authorizing the City Manager or his designee to execute a service agreement with Collier, Johnson, & Woods, P.C., of Corpus Christi, Texas, to provide professional auditing services for fiscal year (FY) 2014-2015 in an amount not to exceed $185,000. Attachments: Agenda Memo - Selection of External Auditor (2).doc 2015 City Engagement Letter.pdf 14. 15-0992 Purchase Network Equipment for City Hall, Public Safety, and Library Facilities Motion approving a purchase with Computer Solutions of San Antonio, Texas, for network hardware equipment based on the cooperative purchasing agreement with the Texas Department of Information Resources (DIR) for an estimated total amount of $229,675.50. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - Network Hardware Upgrade Letter of Engagement - NetworkUpgrade v1.0 Agreement - NetworkUpgradesRev2 Corpus Christi Page 6 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 15. 15-1037 Amendment No. 3 to the Information Technology Contract for Project Management Motion authorizing the City Manager or designee to execute Amendment No. 3 to the Information Technology Contract LMR Consulting aka Upland Software dba EPM Live from Carlsbad, CA in the amount of $102,274.40, for a re -stated fee of $227,399.60 for the implementation of Project Management Software. Attachments: Agenda Memo - EPM Live Amendment 3 Project Budget - EPM Live Amendment 3.xlsx Contract - EPM Live Amendment 3.pdf Presentation - EPM Live CO 3 16. 15-1027 Amendment No. 1 to the Engineering contract for Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements Motion authorizing the City Manager or designee to execute Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. Attachments: Agenda Memo - Greenwood WWTP Project Budget - Greenwood WWTP.xls Location Map - Greenwood WWTP.pdf Contract - Greenwood WWTP Presentation - Greenwood WWTP 17. 15-1043 Resolution Supporting the Application of the Downtown Management District for hosting Texas Downtown Association Conference Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference. Attachments: Agenda Memo - 2017 TDA Conference Application Resolution - 2017 TDA Conference 18. 15-1021 Approving the FY 2016 Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending Corpus Christi Page 7 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 September 30, 2018. Attachments: Agenda Memo - FY 2016 CVB Agreement Agreement - FY 2016 CCCVB Consulting Services Signed Redlined Agreement - FY 2016 CVB 19. 15-1022 Interlocal Agreement with the Downtown Management District Resolution authorizing Interlocal Agreement with Corpus Christi Downtown Management District. Attachments: Agenda Memo - FY 2016 DMD Interlocal Resolution - FY 2016 DMD Interlocal Agreement - FY 2016 DMD Interlocal Redlined Agreement - FY2016 DMD Interlocal 20. 15-0961 Second Reading Ordinance - Construction Contract and Construction Materials Testing Contract for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012) (1st Reading 9/22/15) Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). Attachments: Agenda Memo - Williams Drive Phase 3.docx Ordinance - Williams Drive Phase 3.docx Project Budget - Williams Drive Phase 3.xlsx Location Map - Williams Drive Phase 3.pdf Testing Contract - Williams Drive Phase 3.pdf Advance Funding Agreement - Williams Drive Phase 3 Presentation - Williams Drive Phase 3 21. 15-1054 Second Reading Ordinance - Appropriating capital proceeds accrued from June 1, 2014 through July 31, 2015 in their respective Capital Improvement Program Funds (1st Reading 9/15/15) Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Convention Corpus Christi Page 8 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Center, Parks, and Streets, and as further detailed in the Attachment 1; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase expenditures accordingly. Attachments: Agenda Memo - Appropriations Ordinance - Appropriation Attachment 1 - Appropriations from CIP Funds 22. 15-0980 Second Reading Ordinance - Appropriating funds for the City Website Redesign (1st Reading 9/15/15) Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox, in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adoped by Ordinance 030294 to increase expenditures by $185,081.04. Attachments: Agenda Memo Website Redesign Ordinance - Website Redesign Springbox Statement of Work Presentation - Website Redesign L. EXECUTIVE SESSION: (ITEM 23) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 23. 15-1093 Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining negotiations and/or the collective bargaining agreements between the City of Corpus Christi and the Corpus Christi Firefighters' Association. M. PUBLIC HEARINGS: (ITEM 24) 24. 15-1019 Public Hearing and First Reading Ordinance - Street Closure of Starry Road located east of Rodd Field and north of Yorktown Blvd. Corpus Christi Page 9 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Ordinance abandoning and vacating an undeveloped and unsurfaced 72,222.48 -SF (1.658 Acre) portion of Starry Road, Portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179 and requiring the owner ATA O. AZALI, INC. to comply with specified conditions. Attachments: Agenda Memo - Starry Road Ordinance - Starry Road Aerial Map - Street Closure Starry Road N. ONE READING ACTION ITEMS: (ITEMS 25 - 26) 25. 15-1050 Annual Joint Funding Agreement for Water Resources Investigation with the United States Geological Survey (USGS) Motion authorizing the City Manager or his designee to renew an annual Joint Funding Agreement for Water Resources Investigation with the United States Geological Survey (USGS), U.S. Department of the Interior, for automated river gauging stations to gather and maintain accurate records of all inflows and releases in the City's water reservoir, with the City's cost to be $157,060. Attachments: Agenda Memo - USGS Agreement Agreement - USGS 26. 15-1044 Engineering Professional Services Contract - Automated Pavement Condition Index Survey Motion authorizing the City Manager, or designee, to execute a contract for professional services with Transmap Corporation in the amount of $372,125.70 for the Automated Pavement Condition Index Survey project. Attachments: Agenda Memo - Pavement Condition Index (Rev 2).docx Presentation - Automated PCI Survey.pptx Contract - PCI Survey.pdf O. REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. P. FIRST READING ORDINANCES: (ITEMS 27 - 34) Corpus Christi Page 10 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 27. 15-1069 First Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant for the 3rd project year Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $84,795.95 for the 3rd project year of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $14,998.99 and an in-kind match of $6,200.00 from the No. 1020 Police General Fund; appropriating the $84,795.95 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $14,998.99 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $105,994.94. Attachments: Agenda memo - VOCA outreach approp 09.29.2015 Ordinance - VOCA Outreach grant 2015 - Police Award letter - VOCA 2677103 28. 15-1070 First Reading Ordinance - Accepting and appropriating the Victims of Crime Act (VOCA) grant within the Police Department for the 16th and 17th project years Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $188,264.42 to continue the Victims of Crime Act (VOCA) Grant within the Police Department for the 16th and 17th project years with a City match of $43,067.05 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $188,264.42 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $43,067.05 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $235,331.47. Attachments: Agenda memo VOCA approp 09.29.2015 Award letter 1522316 Ordinance -VOCA grant 2015 - Police 29. 15-1060 First Reading Ordinance - Accepting and appropriating State grant for Immunizations to stop vaccine preventable diseases locally Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant Corpus Christi Page 11 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 contract for the IMM/LOCALS Immunization Branch -Locals grant in the amount of $241,637 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide for personnel costs and other expenses to fund an immunization program for children, adolescents, and adults, with special emphasis on children three years of age or younger for the contract period September 1, 2015, through August 31, 2016; and ratifying acceptance of the grant agreement to begin September 1, 2015. Attachments: Agenda Memo - Immunizations Grant 9-1-2015 to 9-1-2016 (Rev. 9-23-2015) Ordinance - IMM -LOCALS FY16 grant Contract - Immunizations Grant Award 9-1-2015 to 9-1-2016 30. 15-1052 First Reading Ordinance - Accepting and appropriating State grant for the Regional Local Services System/Local Public Health System Grant Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2015, through August 31, 2017; and ratifying acceptance of the grant agreement to begin September 1, 2015. Attachments: Agenda Memo - RLSS/LPHS grant 9-1-2015 to 9-1-2017 (Rev. 9-23-2015) Ordinance - RLSS/LPHS Grant 9-1-2015 to 8-31-2017 Grant Award - RLSS 9-1-2015 to 9-1-2017 31. 15-1041 First Reading Ordinance - Annexation of Seven Tracts in Industrial District No. 1 Ordinance annexing seven tracts of land located in Industrial District No. 1; Namely, Tract 1: owner being ABTEX, 1.09 acres northeast of the Veterans Cemetery; Tract 2: owner being Coastal State Petroleum, 0.96 acres northeast of Up River Road and Navigation Blvd.; Tract 3: owner being Coastal States Petroleum, 0.58 acres northeast of Up River Road and Navigation Blvd.; Tract 4: owner being Coastal Liquids Partners, 0.10 acres northeast of Up River Road and Navigation Blvd.; Tract 5: owner being Coastal Liquids Partners, 0.92 acres northeast of Up River Road and Navigation Blvd.; Tract 6: owner being Exxon Pipeline, 0.18 acres, south of the intersection of Buddy Lawrence and Oak Park Roads; and Tract 7: owner being Koch Gathering Sys Inc., 0.25 acres, south of the intersection of Buddy Lawrence and Oak Park Roads and next to Tract 6; providing for a Municipal Services Plan for the annexed tracts of land; providing that the owners and inhabitants are entitled to all rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi and are subject to and bound by the City Corpus Christi Page 12 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Charter, ordinances, resolutions, and rules; providing for amendment of the official maps of the City of Corpus Christi; designating area to be added to City Council District Number 1; providing for severance; and providing an effective date. Attachments: Agenda Memo - Annexation Ind District Tracts Annexation Ordinance with Service Plan revised caption Annexation Schedule Attachment Presentation - Industrial District Annexation 32. 15-1071 First Reading Ordinance - Exemption from the Wastewater Acreage/Lot Fees for CAH -DHL Commercial Tracts located east of IH -69 within the Allison Service Area Ordinance exempting the CAH -DHL Commercial Tract, Block 1, Lot 1 subdivision located east of highway 37, from the payment of wastewater lot/acreage fees under section 8.5.2.G.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. Attachments: Agenda Memo - CAH -DHL Comm Tract, Block 1, Lot 1 Ordinance - CAH -DHL Commercial Tract, Block 1, Lot 1 WW Exemption Agreement - CAH -DHL Properties Sanitary Sewer Conn Location Map - CAH DHL San Sewer 33. 15-1061 First Reading Ordinance - Accepting and appropriating a grant for air quality planning activities Ordinance appropriating $405,243.32 in grant funds from the Texas Commission on Environmental Quality (TCEQ) in the Community Enrichment Fund No. 1071; increasing expenditures by $405,243.32 in the Community Enrichment Fund No. 1071; and authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $405,243.32 from the TCEQ for air quality planning activities. Attachments: Agenda Memo - TCEQ Grant.docx Ordinance - TCEQ Grant.docx Agreement - TCEQ Grant.pdf 34. 15-1095 First Reading Ordinance - Amendment to City Code regarding Ad Hoc Committees Ordinance amending Section 2-67 of the Code of Ordinances regarding limitations on committee appointments. Attachments: Agenda Memo - Ad Hoc Committee Ordinance - amending 2-67 regarding committee appointments Corpus Christi Page 13 Printed on 9/25/2015 City Council Meeting Agenda - Final September 29, 2015 Q. FUTURE AGENDA ITEMS: (ITEM 35) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 35. 15-1106 Amendment to Council policies regarding Ad Hoc Committees Resolution amending Council Policy No. 14 of the Code of Ordinances regarding limitations on committee appointments. Attachments: Agenda Memo - Resolution amending council policy 14 Resolution amending Policy 14 R. BRIEFINGS: (ITEM 36) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 36. 15-1086 Communication Update Attachments: Agenda Memo - Communication Update 9.29.15 Communication Update Memo 9.29.15 Presentation - Communication Update 9.29 S. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. T. ADJOURNMENT Corpus Christi Page 14 Printed on 9/25/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, September 22, 2015 11:30 AM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Pro Tem Carolyn Vaughn called the meeting to order. B. Invocation to be given by Pastor Kevin Jennings, Mt. Olive Lutheran Church. Pastor Kevin Jennings gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Captain Christopher White, Police Department. Police Captain Christopher White led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. City Secretary Rebecca Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. (Note: Mayor Martinez arrived at 1:27 p.m.) Charter Officers: City Manager Ron Olson, City Attorney Miles K. Risley, and City Secretary Rebecca Huerta. Present: 9 - Mayor Nelda Martinez,Council Member Rudy Garza,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations / Commendations 1. Proclamation declaring September 26, 2015, "Coastal Bend Walk 'N Roll Celebration for Disability Awareness Day". Proclamation declaring September 27 - October 4, 2015, "1965 Roy Miller Class 50th Reunion Week". Swearing-in Ceremony for Newly Appointed Board, Commission, and Committee Members. Corpus Christi Page 1 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Mayor Pro Tem Carolyn Vaughn presented the proclamations and conducted the swearing-in ceremony for newly appointed board, commission and committee members. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Pro Tem Vaughn deviated from the agenda and referred to City Manager's Comments. City Manager Olson said he had no comments to report. a. OTHER None. I. MINUTES: 4. Regular Meeting of September 15, 2015 Mayor Pro Tem Vaughn deviated from the agenda and referred to approval of the minutes. Council Member McIntyre made a motion to approve the minutes, seconded by Council Member Magill and passed unanimously (Mayor Martinez - absent). J. BOARD & COMMITTEE APPOINTMENTS: 5. Corpus Christi Downtown Management District Padre Isles Municipal Management District Mayor Pro Tem Vaughn referred to board and committee appointments. The following appointments were made: Corpus Christi Downtown Management District Council Member Scott made a motion to appoint Ajit David (A/E/T) and Cecil R. Johnson (A/E/T), seconded by Council Member McIntyre and passed unanimously. Padre Isles Municipal Management District Council Member McIntyre made a motion to appoint Stan Hulse, Brent Moore, Darrell Scanlan, Cheri Sperling, and Nacy Tressa, seconded by Council Member Magill and passed unanimously. K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (ITEMS 6 - 12) Approval of the Consent Agenda Mayor Pro Tem referred to the Consent Agenda. Mayor Pro Tem Vaughn stated that Item 10 was withdrawn. There were no comments from the Council or the public. Council Member Magill made a motion to approve the consent agenda items, seconded by Council Member Garza. The consent agenda was passed by one vote as follows: Corpus Christi Page 2 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Aye: 8 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Absent: 1 - Mayor Martinez Abstained: 0 6. Authorizing an outside city limits water contract, located at 746 Mckinzie Road Resolution authorizing the City Manager or his designee to enter into an outside city limits water contract with Richard & Vicky Ranly to provide public water to their property located outside the city limits described as Rowena Shaeffer Lands, 21.00 Acres of Land out of a 100 Acre Tract out of B.S. & F., Lots 1 & 2; also commonly known by its street address as 746 Mckinzie Road under Section 55-111, Code of Ordinances. This Resolution was passed on the Consent Agenda. Enactment No: 030616 7. Professional Services Contract - Amendment No. 1 for the Ocean Drive Park Improvements - Swantner Park (Bond 2012) Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with HDR Engineering, Inc. of Corpus Christi, Texas in the amount of $113,900.00, for a total revised fee of $150,900.00 for Ocean Drive Park Improvements - Swantner Park, for design and bid phase services. (Bond 2012) This Motion was passed on the Consent Agenda. Enactment No: M2015-101 8. Engineering Change Order No. 1 for Navigation Boulevard from Up River Road to Leopard Street (Bond 2012) Motion authorizing the City Manager, or designee, to execute Change Order No. 1 to a construction contract as a final settlement with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $235,000.00 for the Navigation Boulevard from Up River Road to Leopard Street project. (Bond 2012) This Motion was passed on the Consent Agenda. Enactment No: M2015-102 9. Upgrade Kronos Time Reporting System to Version 8 Corpus Christi Page 3 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Resolution authorizing the City Manager, or designee, to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos for a combined total of $366,421.78, ($118,394.76 annually for three years and a one-time cost of $11,237.50) to upgrade the existing Kronos time reporting system, with the hosting agreement to renew annually subject to sufficient appropriations and payment of hosting fees. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. This Resolution was passed on the Consent Agenda. Enactment No: 030617 10. Assessment of the Efficiency and Effectiveness of the City of Corpus Christi's Financial Services Department 11. 12. Motion authorizing the City Manager or designee to execute a consultant agreement with CliftonLarsonAllen LLP. (CLA) to assess the efficiency and effectiveness of the City of Corpus Christi Financial Services Department for an amount not to exceed $168,000. Funding is available in the Financial Services Department Budget for fiscal year 2014/2015. This Motion was withdrawn. Second Reading Ordinance - Street Closure at Navigation Industrial Park, located west of N. Omaha Drive and north of Agnes Street (1st Reading 9/15/15) Ordinance abandoning and vacating an undeveloped and unsurfaced 22,021 -square foot (0.51 acres) portion of a 60 -foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts, and requiring the owner, Omaha Drive Capital Partners, LTD to comply with specified conditions. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030618 Second Reading Ordinance - Accepting and appropriating grant funds for Public Health Emergency Preparedness Laboratory Response Program (1st Reading 9/15/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the CPS -LABORATORY RESPONSE NETWORK -PNEP grant in the amount of $201,123, from the Texas Department of State Corpus Christi Page 4 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Health Services in the Health Grants Fund No. 1066, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2015, through June 30, 2016; and ratifying acceptance of the grant agreement to begin as of July 1, 2015. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030619 M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEMS 15 and 17) 15. Proposed FY2015-2016 Parks and Recreation Fees 17. Resolution adding new rental and recreational use fees for fiscal year 2015-2016 and providing for publication; effective date; and severance of the same. Mayor Pro Tem Vaughn deviated fromthe agenda and referred to Item 15. City Manager Olson said a presentation on this item was previously provided to the city council. There were no comments from the public. Council members discussed the following topics: what the public is receiving for the increase in rates; the small amount of the actual costs covered by the fees being increased; ball field leases and the requirements of the lesees to maintain the ball fields; that maintenance of the roads leading to the beach is the responsibility of the City; and special -use fees. Council Member Scott made a motion to the approve the resolution, seconded by Council Member Garza. This Resolution was passed and approved with the following vote: Aye: 8 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Absent: 1 - Mayor Martinez Abstained: 0 Enactment No: 030622 Second Reading Ordinance - Lease Agreement for Installation of Air Monitoring Station at 4801 Holly Road (Requires 28 -day delay between readings) (1st Reading 8/25/15) Ordinance authorizing the City Manager, or designee, to execute a five year lease agreement (with the option for one five year renewal) with the Texas A&M University System (TAMUS) for installation and operation of an air quality monitoring station on tracts of land Corpus Christi Page 5 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 containing 9 square feet and 1,350 square feet, located at Holly Road Pumping Station, 4801 Holly Road, Corpus Christi, Texas; providing for severance; and providing for publication. (Requires 28 day delay between 1st and 2nd readings). Mayor Pro Tem Vaughn deviated from the agenda and referred to Item 17. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to hold the second reading, after a 28 -day delay, of a lease agreement with the Texas A&M University System for the purpose of the installation and operation of an air quality monitoring station at the Holly Road Pump Station. There were no comments from the public or the council. Council Member Rubio made a motion to approve the ordinance, seconded by Council Member McIntyre. The Ordinance was passed and approved on second reading with the following vote: Aye: 8 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Absent: 1 - Mayor Martinez Abstained: 0 Enactment No: 030623 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Pro Tem Vaughn called for comments from the public. Rick Milby, 4412 Highland, thanked City Manager Olson for meeting with him to discuss the budget. Mr. Milby requested that the City Council give direction to the City Manager to reduce the budget by 5% in order to repair streets and his opposition to the City's continued increases in debt, utility rates, fees and taxes. Robin Romo, 4718 Lake Huron, spoke regarding damage to her property caused by a sewer line and lack of an easement. Errol Summerlin, Citizens for Fairness and Progress, spoke regarding a request made by Gloria Scott to the City Manager and Council Members to attend a neighborhood meeting to discuss the red route for the new Harbor Bridge, pollution and other topics. Mr. Summerlin provided the response received by City Manager Olson and referred to a pending Title XI complaint regarding the selection of the red route. Abel Alonzo, 1701 Thames, thanked the 40 individuals and the Board of the Nueces County "I Believe in Me" Foundation for the donations made to Special Olympics on behalf of the late Police Chief Floyd Simpson. Rose Cornelius Crawford, 1400 Peabody, asked what the City is doing to address streets and potholes, especially in the Hillcrest area. Ms. Crawford also spoke about her concern regarding the Plan CC 2035 documents referring to Hillcrest neighborhood as a light industrial area. Barbara Major, 1315 Van Loan, said that Corpus Christi is her hometown and loves her City. Ms. Major expressed concern with the Hillcrest neighborhood being considered as industrial area in the City's future planning. Bob Algeo, 15629 Three Fathoms Bank Drive, Corpus Christi Page 6 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 honored the late Police Chief Floyd Simpson and recommended removing the bollards on Beach Access Road 3A to provide access to the beach. Carolyn Moon, 4902 Calvin, said she has an interest in the Hillcrest area. Ms. Moon said she has been using the CCMobile application to report potholes and the Street Department has been keeping up with repairs. Ms. Moon said that numerous residents in the Hillcrest neighborhood have been issued citations by Code Enforcement and the community feels like the City is driving them out by increasing fines and taxes. Susie Luna Saldana, 4710 Hakel, spoke regarding the budget proposals; improving the water supply; proactive work on potholes; and Code Enforcement. Noel Youngblood, 2418 Winnebago, spoke regarding a code violation he received from Code Enforcement and stated that the Hillcrest neighborhood feels they are being targeted by Code Enforcement. Gloria Dean Randall Scott, 4422 South Alameda, spoke regarding the following topics: discrimination against African-Americans in Corpus Christi; the red route for the new Harbor Bridge destroying the Coles/ Washington/Hillcrest neighborhoods; pollution from the refineries; Goody Clancy having not met at the Oveal Williams Senior Center to discuss Plan CC 2035; and inviting the City Manager and Council Members to meet with the residents of the Coles and Hillcrest neighborhoods. Carolyn Burger, 3821 Dunstain, presented discolored potable water that has occurred in her neighborhood three times in the last four months due to bad pumps at the O.N. Stevens Water Treatment Plant. Joe Reyes, 4426 Hamlin, spoke in favor of retaining the City employees step increase program and commended City Manager Olson for his work to implement the program. Mr. Reyes requested that the City Council continue this program. H. EXECUTIVE SESSION: (ITEMS 2 - 3) 2. Mayor Pro Tem Vaughn referred to the days executive sessions. The Council went into executive session. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to potential claim against City by Groomer's Seafood of San Antonio, Inc. and potential special warranty and release of claims related to provision of water service to 4002 East Causeway Boulevard, installation of 560 linear feet of 8" PVC water line with tie-ins to the existing water line in the street at/near said address, and installation of a fire hydrant, open cut of road, and required asphalt pavement repair and other infrastructure related thereto. Mayor Martinez referred to Item 2 and the following motion was made: Council Member Magill made a motion to approve the Special Warranty and Release of All Claims distributed to City Council today and authorize the payment of the reimbursement described therein in the amount of $49,995.25 in exchange for the consideration described in the aforementioned document, seconded by Council Member Vaughn and passed unanimously. Corpus Christi Page 7 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 3. Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-100 Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining negotiations and/or the collective bargaining agreements between the City of Corpus Christi and the Corpus Christi Firefighters' Association. This E -Session Item was discussed in executive session. N. REGULAR AGENDA: (ITEMS 15 and 17) 13. Second Reading Ordinance - Adopting Proposed FY 2015-2016 Operating Budget (1st Reading 9/15/15) Ordinance adopting the City of Corpus Christi budget for the ensuing fiscal year beginning October 1, 2015; to be filed with the County Clerk; appropriating monies as provided in the budget; and providing for severance. Mayor Martinez referred to Item 13. Assistant City Manager Wes Pierson stated that the purpose of this item is to hold the second reading on the adoption of the FY2016 proposed Operating Budget. City Manager Olson commented on General Fund reductions already included in the proposed budget: 1% inflation factor on goods and services; additional transfer for streets; Downtown Management District (DMD) increase; Nueces County Appraisal District contractual increase, and continued Street transfer from last year. The total General Fund reductions totaled $3,636,612. City Manager Olson also provided a follow-up discussion on the Solid Waste salary adjustments for CDL Drivers, Human Resources HR Analyst - Lease Worker Program, Finance CAFR Software, the employee step increase; and the understaffing at the City's Detention Center. Council members spoke regarding the following topics: applying reductions, if any, to the fund balance; removing the CDL salary adustments; funding pension liability; the HR analyst duties to manage temporary workers' contract and any savings; allocating fund for the CAFR software and impounding the funds until after the competitive assessment of the Finance Department; the challenges and liability at the City's Detention Center; support for the employee step increase of 2.5% based on performance; a vision for the Parks and Recreation Department; a strategy moving forward on the net revenue projection losses; the projected change in the General Fund balance; shortfalls in sales tax and unexpected expenditures; long-term strategies and comprehensive plan to realize savings from the management of vacancy rates; budget -related preparation for a downturn in the economy; internalizing temporary workers; clarification that Solid Waste employees are still eligible for Step increases; consideration for mid-eyar adjustments for CDL drivers, if Corpus Christi Page 8 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 needed; the Fire Academy's 40 cadets; whether there are any other efficiencies withn departments that can be realized; the starting fund balance for FY2016; the need for additional police officers; and the budget not addressing concerns in the Las Colonias and La Voila Creek areas. Mayor Martinez called for comments from the public. Abel Alonzo, 1701 Thames, spoke in support of the 2.5% employee step increase. Mr. Alonzo stated that City Manager Olson and senior staff have managed the City is the most efficient manner and been good stewards of the taxpayers' money. MOTION TO AMEND Council Member Magill made a motion to amend the proposed budget to reduce the recommended appropriations for the CDL Driver Salary Adjustments and the HR Analyst - Lease Worker Program, for a total of $655,000, to go directly into the General Fund balance, seconded by Council Member McIntyre and passed unanimously. MOTION TO AMEND Council Member McIntyre made a motion to amend the proposed budget to transfer the car allowances for Council Members McIntyre and Vaughn to the Street Preventative Maintenance Program, seconded by Council Member Garza and passed unanimously. Council Member Magill made a motion to adopt the ordinance approving the City of Corpus Christi's Operating Budget for fiscal year 2015-2016, as amended, beginning October 1, 2015; directing that the budget be filed with the Nueces County Clerk; and appropriating monies as provided in the budget. The motion was seconded by Council Member Garza. This Ordinance was passed on second reading as amended and approved with the following vote: (The vote is reflected at the end of this item). As required by State law, the following motion was made: Council Member Magill made a motion ratifying adoption of the fiscal year 2015-2016 Operating Budget, as amended, that will raise more revenue from property taxes than in the previous fiscal year, as reflected in the adopted budget. The motion was seconded by Council Member McIntyre. The motion was passed and approved with the following vote: Mayor Martinez, and Council Members McIntyre, Riojas, Rosas, Rubio, Scott, Vaughn, Garza and Magill, voting "Aye". City Manager Olson thanked the City Council for their work on the budget process. City Manager Olson presented recommendations to discuss at the next City Council retreat on improving the budget process: a discussion of the Budget and Financial Policies; identify the budget parameters and expections; and expanding the City's Business Plan to include the next five years. Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030620 14. Second Reading Ordinance - Approving the Fiscal Year 2015 - Corpus Christi Page 9 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 2016 Capital Budget and Capital Improvement Planning Guide (1st Reading 9/15/15) Ordinance approving the Fiscal Year 2015 - 2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200. Mayor Martinez referred to Item 14. Assistant City Manager Gus Gonzalez stated that the purpose of this item is to hold the second reading on the approval of the FY2015-2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200. There were no comments from the Council or the public. Council Member Scott made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on second reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rosas, Council Member Scott and Council Member Vaughn Absent: 1 - Council Member Rubio Abstained: 0 Enactment No: 030621 16. Approval of Professional Services Contracts, Capital Programs Staff Augmentation Motion authorizing the City Manager, or designee, to execute Professional Services Agreements (PSAs) totaling in the amount of $2,596,695 to provide necessary staff augmentation to the Capital Programs Department. Mayor Martinez referred to Item 16. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute professional service agreements to provide necessary staff augmentation to the Capital Programs Department. The eight agreements are for 12 months of services while the Capital Programs Department continues to recruit and fill the vacant positions that are needed. Council members asked questions regarding the following topics: the pilot program approved by the Corpus Christi Business and Job Development Corporation (Type A Board) for in -fill affordable housing; continued efforts to fill the vacancies; whether the consultants providing staff augmentation services are allowed to bid on contracts; hiring local residents from Texas A & M University - Corpus Christi and Del Mar College's Engineering Programs; engaging in dialouge with local high school students regarding the need for engineers in the community; and the timeline for addressing a long-term staffing solution. Council Member Garza made a motion to approve the motion, seconded by Council Member McIntyre. This Motion was passed and approved with the following vote: Corpus Christi Page 10 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-103 Q. DISCUSSION ITEM FOR AD HOC RESIDENTIAL STREET INFRASTRUCTURE ADVISORY COMMITTEE (ITEM 38) 38. Discussion and possible action regarding the Resolution Approving the Formation of an Ad Hoc Residential Street Infrastructure Advisory Committee Mayor Martinez deviated from the agenda and referred to Item 38. Mayor Martinez requested that this item be tabled to allow her to be part of the discussion on the formation of an Ad Hoc Residential Street Infrastructure Advisory Committee. Council Member Scott made a motion to table Item 38 to September 29, 2015, seconded by Council Member Magill. Council members spoke regarding the following topics: establishing the committee to be composed of nine members, one appointed by each council member; amending the Code of Ordinances to exclude ad hoc committee members from being prohibited to be appointed to and to serve on more than one board, commission, committee, or corporation at the same time; and allowing the entire City Council to appoint the chairperson of the ad hoc committee. Council Member Scott withdrew his motion and Council Member Magill withdrew his second to table Item 38 to September 29, 2015. MOTION OF DIRECTION Council Member McIntyre made a motion directing the City Manager to bring back an amendment to the Code of Ordinances to exclude ad hoc committee members from being prohibited from serving on more than one board, commission, committee or corporation at the same time, seconded by Council Member Magill and passed unanimously. Council Member Riojas made a motion to table Item 38 to October 13, 2015, seconded by Council Member Scott and passed with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 O. FIRST READING ORDINANCES: (ITEMS 18 - 20) Corpus Christi Page 11 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 18. 19. First Reading Ordinance - Construction Contract and Construction Materials Testing Contract for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012) Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). Mayor Pro Tem Vaughn referred to Item 18. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute a construction contract with Reytec Construction Resources, Inc. and a construction materials testing contract with Tolunay-Wong Engineers, Inc. for Bond 2012 Street Project, Williams Drive Phase 3 from Staples Street to Airline Road. This project is a joint project with the City of Corpus Christi and the Texas Department of Transportation (TxDOT), which includes: the widening of Williams Drive and the replacement of the existing two-lane asphalt road with a new four -lane concrete road; new 10 -foot wide, combined pedestrian/bicycle paths on both side of the street; the replacement of six RTA pads; and utility improvements. The project is estimated to be completed by February 2017. There were no comments from the public. Council members spoke regarding the following topics: bidding the project with asphalt and concrete (Additive Alternate Nos. 1 and 2); indication that other projects are being bid with concrete as the lowest bids; and Additive Alternate No. 2 including wastewater lines. Council Member Garza made a motion to approve the ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 6 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Scott and Council Member Vaughn Absent: 3 - Mayor Martinez, Council Member Riojas and Council Member Rosas Abstained: 0 First Reading Ordinance - Appropriating capital proceeds accrued from June 1, 2014 through July 31, 2015 in their respective Capital Improvement Program Funds Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Corpus Christi Page 12 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Convention Center, Parks, and Streets, and as further detailed in the Attachment 1; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase expenditures accordingly. Mayor Pro Tem Vaughn referred to Item 19. Director of Financial Services Constance Sanchez stated that the purpose of this item is to appropriate interest earned in each of the capital improvement program funds. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Scott and Council Member Vaughn Absent: 2 - Mayor Martinez and Council Member Rosas Abstained: 0 20. First Reading Ordinance - Appropriating funds for the City Website Redesign Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox, in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adoped by Ordinance 030294 to increase expenditures by $185,081.04. Mayor Pro Tem Vaughn referred to Item 20. Director of Communications Kim Womack stated that the purpose of this item is to execute a contract for the City of Corpus Christi website redesign. Ms. Womack presented the following information: a background on the website metrics; the website assessment; the goals of the redesign; the vendor selection process; and highlights on the recommended vendor, Springbox Digital Partners. There were no comments from the public. Council Members spoke regarding the following topics: budget approval for the Communications Department Plan, Phase II; the website being the primary touch -point; the launch date for the new website; review of the website at senior centers and libraries; phasing process for the website; the website being mobile responsive; and the ability to have payment functions on applications; and the City Council prioritizing communications. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Aye: 7 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Scott and Council Member Vaughn Corpus Christi Page 13 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Absent: 2 - Mayor Martinez and Council Member Rosas Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 21 - 37) Mayor Pro Tem Vaugn referred to Future Agenda Items. City Manager Olson stated that staff had a planned presentation on Item 31. Assistant City Manager Pierson provided a correction to Item 21. 21. Purchase and Lease Purchase of sixty-two (62) Police Vehicles Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford -Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 40 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. Silsbee Ford Silsbee, TX Item 2 $74,790.00 Purchase Lease -Purchase Interest for Lease Total Cost AutoNation Ford Corpus Christi, TX Item 1 & 3 $1,567,800.00 $1,169,590.00 $473,000.00 $30,670.12 $1,673,260.12 This Resolution was recommended to the consent agenda. 22. Purchase and Lease Purchase of forty-eight (48) Vehicles Motion approving the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles from Caldwell Country Chevrolet, Caldwell, Texas for a total amount of $1,451,711.48. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds for the purchase of the vehicles have been budgeted in FY 2014-2015. Financing for the lease -purchase of the vehicles will be provided through the City's lease -purchase financing contractor. Purchase - Lease Purchase - Interest for Lease - $416,532.28 $972,143.73 $63,035.47 Corpus Christi Page 14 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Total Cost $1,451,711.48 This Motion was recommended to the consent agenda. 23. Lease -Purchase of four (4) Heavy CNG Trucks for the Street Department Motion approving the lease -purchase of four heavy compressed natural gas (CNG) trucks from Corpus Christi Freightliner of Corpus Christi, Texas for a total cost of $641,491.90. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $602,429.36 Interest for Lease - $39,062.54 Total Cost $641,491.90 This Motion was recommended to the consent agenda. 24. Lease -Purchase of two (2) Bucket Trucks for the Street Department Motion approving the lease -purchase of two bucket trucks from Grande Truck Center of San Antonio, Texas for a total cost of $200,502.80. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $188,293.52 Interest for Lease - $12,209.28 Total Cost $200,502.80 This Motion was recommended to the consent agenda. 25. Purchase of two (2) Sport Utility Vehicles for Code Enforcement Motion approving the purchase of two sport utility vehicles from Caldwell Country Ford in accordance with the State of Texas Cooperative Purchasing Program for a total expenditure of $53,218.00. Funds have been budgeted by Code Enforcement in FY 2014- 2015. This Motion was recommended to the consent agenda. Corpus Christi Page 15 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 26. Purchase of Meter Transmission Units for the Water Department Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. This Resolution was recommended to the consent agenda. 27. Lease -Purchase of Curbside Refuse and Recycle Containers for Customer Use Motion approving the lease -purchase of 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Cascade Cart Solutions, Grand Rapids, MI for the total amount of $626,916.01. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Government (H -GAC). The containers will be used in the City's automated collection program. Funding is available from the city's lease purchase financiing contractor. Purchase Price - $588,741.04 Interest for Lease - $38,174.97 Total Cost $626,916.01 This Motion was recommended to the consent agenda. 28. Service Agreement to expand the citywide integrated mapping system in Maximo Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG, and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. This Resolution was recommended to the consent agenda. 29. Merchant Account Services Agreement to allow the City to receive credit and debit card payments Motion approving a service agreement with Fidelity Information Services, LLC (FIS) to provide a Merchant Account for Credit/Debit Card payments for an estimated annual expenditure of $692,948.86, based on lowest responsive proposal in accordance with Request for Proposal No 45. The agreement is established for a three year period Corpus Christi Page 16 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 with options to extend the agreement for up to two additional twelve month periods, subject to the approval of the City Manager or designee and the service provider. Funding is available in the various using department operational budgets. This Motion was recommended to the consent agenda. 30. Upgrade Automated Fingerprint Identification System (AFIS) Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. This Resolution was recommended to the consent agenda. 31. Hiring the External Auditor for the FY 2015 Audit Motion authorizing the City Manager or his designee to execute a service agreement with Collier, Johnson, & Woods, P.C., of Corpus Christi, Texas, to provide professional auditing services for fiscal year (FY) 2014-2015 in an amount not to exceed $185,000. This Motion was recommended to the consent agenda. 32. Purchase Network Equipment for City Hall, Public Safety, and Library Facilities Motion approving a purchase with Computer Solutions of San Antonio, Texas, for network hardware equipment based on the cooperative purchasing agreement with the Texas Department of Information Resources (DIR) for an estimated total amount of $229,675.50. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. This Motion was recommended to the consent agenda. 33. Amendment No. 3 to the Information Technology Contract for Project Management Motion authorizing the City Manager or designee to execute Amendment No. 3 to the Information Technology Contract LMR Consulting aka Upland Software dba EPM Live from Carlsbad, CA in the amount of $102,274.40, for a re -stated fee of $227,399.60 for the implementation of Project Management Software. This Motion was recommended to the consent agenda. 34. Amendment No. 1 to the Engineering contract for Greenwood Corpus Christi Page 17 Printed on 9/24/2015 City Council Meeting Minutes September 22, 2015 Wastewater Treatment Plant Emissions and Odor Control Improvements Motion authorizing the City Manager or designee to execute Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. This Motion was recommended to the consent agenda. 35. Resolution Supporting the Application of the Downtown Management District for hosting Texas Downtown Association Conference Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference. This Resolution was recommended to the consent agenda. 36. Approving the FY 2016 Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending September 30, 2018. This Motion was recommended to the consent agenda. 37. Interlocal Agreement with the Downtown Management District Resolution authorizing Interlocal Agreement with Corpus Christi Downtown Management District. This Resolution was recommended to the consent agenda. R. BRIEFINGS: (NONE) S. LEGISLATIVE UPDATE: T. ADJOURNMENT None. The meeting was adjourned at 4:05 p.m. Corpus Christi Page 18 Printed on 9/24/2015 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: FROM: September 22, 2015 Ronald L. Olson, City Manager Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director General Services jimd@cctexas.com (361) 826-1909 Mike Markle, Interim Chief of Police mikema(c�cctexas.com (361) 886-2601 Purchase and Lease Purchase of Police Vehicles CAPTION: Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford—Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 40 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. Silsbee Ford Silsbee, TX Item 2 $74,790.00 Purchase: Lease -Purchase: Interest for Lease: Total Cost: AutoNation Ford Corpus Christi, TX Items 1 & 3 $1,567,800.00 $1,169,590.00 $473,000.00 $30,670.12 $1,673,260.12 PURPOSE: This item is to approve the purchase of forty-two (42) Sport Utility Vehicles and the lease purchase of twenty (20) Sedans. BACKGROUND AND FINDINGS: This purchase will be used by Police Officers in the performance of their duties throughout the City and keeps pace with efforts to continue to modernize the Police Fleet. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The recommended award is based on Section 26 of the Council Policies of the City of Corpus Christi Code of Ordinances. The ordinance provides for local preference when a local bidder is within 3% of a non -local bidder. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: General Services and Police Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $6,126,539.22 $503,670.12 $6,630,209.34 Encumbered / Expended Amount $4,462,332.05 $4,462,332.05 Purchase $1,169,590.00 $1,169,590.00 Lease Purchase $503,670.12 $503,670.12 BALANCE $494,617,17 $494,617,17 Fund(s): Fleet Maintenance Services, Police General and CC Crime Control Funds Comments: Financing for the lease -purchase of vehicles is based on a sixty -month term with an estimated interest rate of 2.50% for an annual payment of $100,734.00. The total estimated cost over the five-year period, including principal of $473,000.00 and interest of $30,670.12, is $503,670.12. Funding is available through the Police General Fund. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Resolution Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford—Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 40 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. WHEREAS, the vehicles to be purchased were competitively bid based upon and in accordance with a procurement method authorized by State law and the Charter of the City of Corpus Christi ("City"); WHEREAS, in response to Bid Event No. 63, the City received bids from interested vendors for the purchase and lease -purchase of vehicles by group type; WHEREAS, vehicle group #1 consists of 20 2016 Ford Fusion SE Hybrid Sedans for a lease -purchase acquisition, to be financed by the City's lease -purchase contractor; vehicle group #2 consists of two 2015 Chevrolet Tahoe 4x4 SUVs to be purchased; and vehicle group #3 consists of 40 2016 Ford Utility Interceptor SUVs to be purchased; WHEREAS, for vehicle groups #1 and #3, the City received bids from AutoNation, Silsbee Ford, in Silsbee, Texas, and Eddie Yaklin Auto Group ("Eddie Yaklin"), in Kingsville, Texas, and, for vehicle group #2, the City received only one bid, from Silsbee Ford; WHEREAS, the bids received from Silsbee Ford and Eddie Yaklin for vehicle group #1 were both below the local bid received from AutoNation; the bid received from Silsbee Ford for vehicle group #3 was lower than the bid received from AutoNation, with the bid received from Eddie Yaklin being the highest bid for vehicle group #3; WHEREAS, State law provides that, if the competitive sealed bidding requirement applies to a contract for goods, the contract must be awarded to the low bidder or the bidder who provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, State law also provides that, if the City receives one or more bids from a bidder whose principal place of business is in the City and whose bid is within three percent of the lowest bid price received by the City from a bidder who is not a resident of the City, the City may enter into a contract with either the lowest bidder or the bidder whose principal place of business is in the City if the City Council determines, in writing, that the local bidder offer the City the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; WHEREAS, Silsbee Ford and Eddie Yaklin, by virtue of the location of their respective principal places of business, are both deemed to be non -local bidders pursuant to State law; WHEREAS, the City notified all bidders in its bid documents for Bid Event No. 63 that the City may award a contract "for any item or group of items" shown in Bid Event No. 63; WHEREAS, the bids received from AutoNation, a local bidder, are within three percent of the lowest bids received from both Silsbee Ford and Eddie Yaklin for vehicle group #1 and within three percent of the lowest bid received from Silsbee Ford for vehicle group #3; WHEREAS, the City Council has determined that it is in the best interest of the City to reject the non -local bids of Silsbee Ford and Eddie Yaklin for the acquisition of vehicle group #1 and finds that the bid of AutoNation provides the best combination of contract price and addi- tional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; WHEREAS, the City Council has determined that it is in the best interest of the City to reject the non -local bid of Silsbee Ford for the acquisition of vehicle group #3 and finds that the bid of AutoNation provides the best combination of contract price and additional economic de- velopment opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; and WHEREAS, the City Council accepts the only bid of Silsbee Ford for the acquisition of vehicle group #2. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Council finds that rejecting the non -local bids from Silsbee Ford and Eddie Yaklin and accepting the local bid of AutoNation Ford for $473,000 for the lease -purchase of vehicle group #1 in Bid Event No. 63 is in the best interest of the City and provides the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City. Section 3. The City Council finds that rejecting the non -local bid from Silsbee Ford and accepting the local bid of AutoNation Ford for $1,094,800 for the purchase of vehicle group #3 in Bid Event No. 63 is in the best interest of the City and provides the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City. Section 4. The City Council accepts the only bid of Silsbee Ford for $74,790 for the purchase of vehicle group #2 in Bid Event No. 63. Section 5. The City Manager, or his designee, is authorized to execute all necessary agree- ments with AutoNation and Silsbee Ford, respectively, for the purchase and related financing of 62 vehicles totaling $1,673,260.12, as specified in Sections 2, 3, and 4 of this ordinance. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Page 2 of 3 day of , 2015 Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Brian Rosas Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn Page 3 of 3 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JEANNETTE P. TIJIERNA ITEM DESCRIPTION QTY. UNIT BID TABULATION EVENT # 63 PURCHASE AND LEASE PURCHASE OF POLICE VEHICLES AutoNation Ford Corpus Christi, TX UNIT PRICE EXTENDED PRICE Silsbee Ford Silsbee, TX UNIT PRICE EXTENDED PRICE Eddie Yaklin Kingsville, TX UNIT PRICE EXTENDED PRICE 1 2 3 2016 Ford Fusion SE Hybrid - Lease Purchase 2015 Cheverolet Tahoe 4x4 - Purchase 2016 Ford Utility Interceptor - Purchase Total: 20 2 40 each each each $23,650.00 NO BID $27,370.00 $473,000.00 NO BID $1,094,800.00 $1,567,800.00 $23,311.08 $37,395.00 $26,805.08 $466,221.60 $74,790.00 $1,072,203.20 $74,790.00 $23,600.21 NO BID $27,592.21 Price Total: Interest for Lease: Total Cost: $472,004.20 NO BID $1,103,688.40 $1,642,590.00 $30,670.12 $1,673,260.12 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com 361-826-3176 Jim Davis, Director of General Services jimd@cctexas.com 361-826-1909 Purchase and Lease -Purchase of Vehicles CAPTION: Motion approving the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles from Caldwell Country Chevrolet, Caldwell, Texas for a total amount of $1,451,711.48. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds for the purchase of the vehicles have been budgeted in FY 2014-2015. Financing for the lease -purchase of the vehicles will be provided through the City's lease -purchase financing contractor. Purchase: $416,532.28 Lease Purchase: $972,143.73 Interest for Lease: $63,035.47 Total Cost: $1,451,711.48 PURPOSE: To approve the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles. BACKGROUND AND FINDINGS: Eleven units are additions to the fleet and thirty-seven units are replacements to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. ALTERNATIVES: The vehicles will be purchased through the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative (TLGPC). TLGPC acts as a purchasing agent for participating members through the Inter -local Cooperation Act and abides by all Texas statues regarding competitive bidding requirements. Seven vehicles are available in compressed natural gas (CNG). However, forty-one vehicles are not available in CNG due to vehicle not manufactured as CNG or due to the configuration of the vehicle. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation, Animal Control, Health Administration, Street Operations, Wastewater Department, Fleet Maintenance Services, Water Department, Development Services and Engineering Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,062,456.98 $1,035,179.20 $2,097,636.18 Encumbered / Expended Amount $64,188.34 $0.00 $64,188.34 Purchase $416,532.28 $0.00 $416,532.28 Lease Purchase 0.00 $1,035,179.20 $1,035,179.20 BALANCE 0.00 0.00 0.00 Fund(s): General Fund, Streets Fund, Wastewater System Fund, Water Fund, Engineering Fund, & Maintenance Service Fund and Development Services Comments: Funding for the purchase of vehicles, in the amount of $416,532.28, is available in the General Fund, Wastewater System Fund, Water Fund, Development Services Fund, and the Capital Outlay Budget of the Maintenance Service Fund for FY 2014-2015. Funding for the lease -purchase of vehicles is approved in the FY 2014-2015 budget. However, the vehicles will be delivered and paid for in FY 2015 -2016, therefore no funds are required in this fiscal year. Funding is provided through the City's lease -purchase financing agreement for a sixty -month period. The estimated interest rate is 2.5%. The actual interest rate will be determined after acceptance of the equipment. The estimated annual payment is $207,035.84. The total estimated cost over the sixty -month period, including principal of $972,143.73 and interest of $63,035.47, is $1,035,179.20. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Justification Memo from Fleet Maintenance is attached. CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET TLGPC CONTRACT NO. 430-13 VEHICLES ITEM NO. CAPITAL OUTLAY NO. CNG CNG AVAIL. NOT AVAIL. DESCRIPTION QTY. UNIT Caldwell Country Caldwell, TX UNIT PRICE Chevrolet TOTAL PRICE 1 A-124 X 2016 reg cab F250 CNG pickup truck 1 ea. $42,345.85 $42,345.85 2 A-137 X 2016 reg cab F350 4x4 pickup truck 1 ea. $31,973.80 $31,973.80 3 A-138 X 2016 ext cab F250 4x4 pickup truck 2 ea. $29,957.01 $59,914.02 4 A-149 X 2016 reg cab F350 pickup truck 1 ea. $32,639.93 $32,639.93 5 A-150 X 2016 reg cab F150 4x4 pickup truck 2 ea. $23,343.76 $46,687.52 6 A-151 X 2016 ext cab F150 pickup truck 6 ea. $25,748.76 $154,492.56 7 A-152 X 2016 ext cab F250 4x4 pickup truck 1 ea. $27,572.70 $27,572.70 8 A-153 X 2016 Ford Transit 350 12 -pass van 1 ea. $28,771.76 $28,771.76 9 A-154 X 2016 Ford Transit 150 cargo van 1 ea. $24,672.76 $24,672.76 A-163 A 10 164 A- X 2016 ext cab F250 CNG pickup truck 5 ea. $43,334.64 $216,673.20 167- A 169 11 A-170 X 2016 crew cab F250 CNG pickup truck 1 ea. $45,935.68 $45,935.68 12 A-215 X 2016 crew cab F350 pickup truck 1 ea. $49,185.70 $49,185.70 A-220 13 A-223 X 2016 ext cab F150 pickup truck 3 ea. $23,442.76 $70,328.28 A-227 A-231 14 A-232 X 2016 Ford Transit 150 cargo van 4 ea. $25,111.70 $100,446.80 A-233 15 A-165 X 2016 ext cab F150 4x4 pickup truck 1 ea. $29,227.10 $29,227.10 16 A-171 X 2016 Ford Escape S 1 ea. $21,456.70 $21,456.70 17 A-177 X 2016 ext cab F150 4x4 pickup truck 1 ea. $32,277.00 $32,277.00 18 A-260 X 2016 ext cab F150 pickup truck 9 ea. $24,686.30 $222,176.70 A-268 19 A-269 X 2016 ext cab F150 4x4 pickup truck 1 ea. $29,949.30 $29,949.30 20 A-284 X 2016 ext cab F350 pickup truck 1 ea. $40,757.85 $40,757.85 21 A-309 X 2016 Ford Escape S 4 ea. $20,297.70 $81,190.80 Purchase - Lease -Purchase Interest for Lease Total Cost - $416,532.28 $972,143.73 $63,035.47 $1,451,711.48 City of Corpus Christi Maintenance Services Department Memo To: Whomever it may concern From : Isaac Benavides, Vehicle/Equipment Specialist c c : Jim Davis Date: September 16, 2015 Re: Reason why units are not Compressed Natural Gas (CNG) Memorandum for the Record. This memo is in regards to the purchase of several vehicles for various departments within the fleet, and why they are not being purchased in CNG. Requisition 20287 Line item: A-124 — F250 Parks and Rec. with CNG A-137 — F250 this truck is for Vector Control. This unit will be used for mosquito spraying. The skid that the sprayers are on require the full length of the bed. Therefore, CNG cannot be used because the tanks would take up too much space. A-138 — (2) F250 these trucks are for Vector Control. These units will be used for mosquito spraying. The skid that the sprayers are on require the full length of the bed. Therefore, CNG cannot be used because the tanks would take up too much space. A-149 — F350 this truck is for Health Department. The department specified that this unit not be CNG because it is an Emergency Response unit. A-150 — (2) F150 — Health F150s will not be available in CNG this year. A-151 — (6) F150 — Health F150s will not be available in CNG this year. A-152 — F250 this truck is for Health Department. The department specified that this unit not be CNG because it is an Emergency Response unit. A-153 — Transit Passenger Van Health this vehicle is not produced in CNG. A-154 — Transit Cargo Van Health this vehicle is not produced in CNG. A-163, A164, A167, A168 — (5) F250 Street with CNG. A-170 — F250 Street with CNG. A-215 — F350 this truck is for Waste Water. Due to the configuration of the truck, it is not available in CNG. A-220, A223, A227 — F150s Waste Water F150s will not be available in CNG this year. A-231, A232, A233 Transit Cargo Vans Waste Water not available in CNG. A-165 — F150 StreetF150 not available in CNG. A-171 — (SUV) Escape SUV Street not available in CNG. A-177 — F150 Water F150s will not be available in CNG this year. A-260 thru A-268 (9) F150 Engineering F150s will not be available in CNG this year. A-269 — F150 Engineering F150s will not be available in CNG this year. A-284 — F350 Fleet Maintenance, unit will be used throughout all city areas including Choke Canyon Dam where there is no infrastructure to support any CNG refueling if needed. 2 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director of General Services jimd@cctexas.com (361) 826-1909 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Lease -Purchase of Heavy CNG Trucks CAPTION: Motion approving the lease -purchase of four heavy compressed natural gas (CNG) trucks from Corpus Christi Freightliner of Corpus Christi, Texas for a total cost of $641,491.90. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). Funding is available from the city's lease -purchase financing contractor. Purchase Price: $602,429.36 Interest for Lease: $39,062.54 Total Cost: $641,491.90 PURPOSE: To approve the lease -purchase of four heavy CNG trucks for the Street Department. BACKGROUND AND FINDINGS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.5% for an annual payment of $128,298.38. The total estimated cost over the five-year period, including principal of $602,429.36 and interest of $39,062.54 is $641,491.90. ALTERNATIVES: None. OTHER CONSIDERATIONS: All units are replacement units to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance Street Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $559,363.03 $641,491.90 $1,200,854.93 Encumbered / Expended Amount $545,720.25 $0.00 $545,720.25 This item $0.00 $641,491.90 $641,491.90 BALANCE $13,642.78 $0.00 $13,642.78 Fund(s): Streets Fund, Storm Water Fund Comments: Funding for the lease purchase of the four heavy CNG trucks is approved in the FY 2014-2015 budget. However, the equipment will be delivered and paid for in FY 2015- 2016, therefore no funds are required in this fiscal year. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET HGAC CONTRACT NO. HT06-14 HEAVY CNG TRUCKS Purchase Price: $602,429.36 Corpus Christi Corpus Christi, UNIT Freightliner TX TOTAL ITEM DESCRIPTION QTY. UNIT PRICE PRICE 1. 2016 Freightliner model M2-112 CNG with Dutec asphalt body 1 ea. $144,032.77 $144,032.77 2. 2016 Freightliner model M2-112 CNG with 5-7 yd. dump body 2 ea. $141,758.58 $283,517.16 3. 2016 Freightliner model M2-112 CNG with 10-12 yd. dump body 1 ea. $174,879.43 $174,879.43 Purchase Price: $602,429.36 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director of General Services jimd@cctexas.com (361) 826-1909 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Lease -Purchase of Bucket Trucks CAPTION: Motion approving the lease -purchase of two bucket trucks from Grande Truck Center of San Antonio, Texas for a total cost of $200,502.80. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease -purchase financing contractor. Purchase Price: $188,293.52 Interest for Lease: $12,209.28 Total Cost: $200,502.80 PURPOSE: To approve the lease -purchase of two bucket trucks for the Street Department. BACKGROUND AND FINDINGS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.5% for an annual payment of $40,100.56. The total estimated cost over the five-year period, including principal of $188,293.52 and interest of $12,209.28 is $200,502.80. ALTERNATIVES: These two units are not available in compress natural gas (CNG) due to the configuration of the trucks. OTHER CONSIDERATIONS: The units are replacement units to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/NON-EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance Street Operations FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $21,000.00 $200,502.80 $221,502.80 Encumbered / Expended Amount $20,889.26 $0.00 $20,889.26 This item $0.00 $200,502.80 $200,502.80 BALANCE $110.74 $0.00 $110.74 Fund(s): Streets Fund Comments: Funding for the lease purchase of the two bucket trucks is approved in the FY 2014- 2015 budget. However, the equipment will be delivered and paid for in FY 2015-2016, therefore no funds are required in this fiscal year. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 399-12 BUCKET TRUCKS QTY. UNIT Grande Truck Center San Antonio, TX UNIT TOTAL PRICE PRICE 1 2016 Ford F550 with aerial body 2 ea. Purchase Price: Interest for Lease: Purchase Price: $94,146.76 $188,293.52 $188,293.52 $12,209.28 $200,502.80 Note: These two units are not available in compress natural gas (CNG) due to the configuration of the trucks. AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3169 Jim Davis, Director of General Services jimd@cctexas.com 361-826-1909 Purchase of Sport Utility Vehicles CAPTION: Motion approving the purchase of two sport utility vehicles from Caldwell Country Ford in accordance with the State of Texas Cooperative Purchasing Program for a total expenditure of $53,218.00. Funds have been budgeted by Code Enforcement in FY 2014- 2015. PURPOSE: To approve the purchase of two sport utility vehicles. BACKGROUND AND FINDINGS: These units will be additions to the fleet. ALTERNATIVES: These two sport utility vehicles (SUVs) are not manufactured as compressed natural gas (CNG). OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/NON-EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance Code Enforcement FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $103,582.00 $0 $103,582.00 Encumbered / Expended Amount $45,412.00 $0 $45,412.00 This item $53,218.00 $0 $53,218.00 BALANCE $4,952.00 $4,952.00 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION PRICE SHEET TXSMARTBUY CONTRACT NO. 071 -Al SPORT UTILITY VEHICLES QTY. UNIT Caldwell Country Ford Caldwell, TX UNIT TOTAL PRICE PRICE 1 2015 Ford Edge SE SUVs 2 ea. $26,609.00 $53,218.00 Purchase Price: $53,218.00 NOTE: These two sport utility vehicles (SUVs) are not manufactured as compressed natural gas (CNG). AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: September 22, 2015 Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com (361) 826-3176 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Purchase of Meter Transmission Units CAPTION: Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. PURPOSE: This is a motion to approve the purchase of meter transmission units. BACKGROUND AND FINDINGS: Aclara Technologies LLC is the sole source manufacturer of the STAR® Fixed Network Automatic Meter Reading System which is currently installed throughout the City of Corpus Christi. The City currently has approximately 96,000 water meters, with an additional 2,000 anticipated to be needed through the rest of this year, due to normal growth. In addition, approximately 5,000 of the converted meters could potentially be in need of replacement due to hardware, software, connectivity, and environmental reasons, or due to damage from routine daily operations. These MTU's are used to record and transmit customer consumption of water. ALTERNATIVES: Due to lead times in ordering and building the volume of needed MTU's, a forecast order must be placed that is large enough to satisfy our current and future demand. This will ensure that we have the necessary inventory that will be available in a timely manner to field technicians, so as not to impede daily operations. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department. FINANCIAL IMPACT: x Operating Revenue Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,350,583.12 $0 $1,350,583.12 Encumbered / Expended Amount $720,006.98 $0 $720,006.98 This item $463,312.00 $0 $463,312.00 BALANCE $167,264.14 $0 $167,264.14 Fund(s): Utilities Department. Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET SOLE SOURCE METER TRANSMISSION UNITS ITEM DESCRIPTION QTY. UNIT Aclara Technologies Hazelwood, MO. UNIT PRICE LLC TOTAL PRICE 1. Water Meter MTU Single Port 3321 -012 -DB 5,880 ea. $88.00 $517,440.00 2. Water Meter MTU Single Port Ext Range 3321-012-DBW 504 ea. $98.00 $49,392.00 3. Water Meter MTU Dual Port 3322 -012 -DB 1,000 ea. $118.00 $118,000.00 4. Returned material credit 7,384 ea. -$30.00 -$221,520.00 TOTAL: $463,312.00 ACLARA Standard Pricing Schedule Confidential for Corpus Christi, TX STAR® Fixed Network AMI System 8/21/2015 Price Item Description Quantity Each Extended Notes 1 Water Meter MTU Single Port 3321 -012 -DB 2 Water Meter MTU Single Port Ext Range 3321-012-DBW 3 Water Meter MTU Dual Port 3322 -012 -DB 4 RMA Credit 7384 Units TOTAL 5,880 $88.00 $ 517,440.00 (1,2,3) 504 $98.00 $ 49,392.00 1,000 $118.00 $ 118,000.00 7,384 $30.00 $ (221,520.00) $ 463,312.00 General Note: This Proposal/Quotation is based upon the terms and conditions set forth in the Aclara Standard Terms and Conditions of Sales for Equipment and Certain Services that are available on Aclara's website at: http://www.aclaratech.com/pages/terms.aspx Any conflicting or additional terms and conditions contained in any resulting purchase order are hereby rejected unless agreed to in writing by Aclara. Additional Terms: A. Payment Terms Net 30 Days B. Prices Firm 60 days from the date of quotation. C. All Items CPT Destination Notes 1 Does not include the water meter, pre -potting of the MTU to the register or any type of inline connector. 2 Recommend water meter pit lids be replaced with non-metallic lids for optimum performance. 3 Exact quantities and types of MTUs required, to be determined. Substantial savings possible if dual port water MTUs can be used. 4 Dual Port MTU supports two water meters or one dual register water meter. 5 Actual DCU configurations may be a mixture of various mounting styles. A detailed propagation study and site survey is needed to finalize the quantities and types. 6 Based on current DCU Plan. This is an estimate which can change depending on DCU siting. This price does not include installation on water towers or other custom sites. Pricing and arrangements for non-standard installations will be handled individually. Typical standard installation rate (pole and roof mount) is 3 to 5 units per day. 7 NCC configuration based on total system size (number of MTUs and number of DCUs). Final NCC configuration will be determined by working in conjunction with IT staff. Includes monitor, keyboard and mouse. Does not include rack. 8 Final quantity of MTU Programmers to be determined based on installation plan and number of installers. Used to program and activate the MTU. 9 Add $1,000.00 for 1 -day Bucket Truck Rental if needed for access. 10 Reasonable travel and expenses are included, in the continental United States. 11 Professional services pricing includes Project Management, NCC server (load, build & test), NCC database transfer and conversion, and Systems Acceptance Testing (SAT) 12 Should the Purchaser elect not to purchase the Aclara recommended handheld, they can purchase the Serial Interface Kit to be used with other Aclara approved third party handhelds. Brian Rudd, Account Manager Aclara Technologies LLC 440-528-7328 (office) 513-266-0063 brudd@aclara.com 10.30.12 V1.0 Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. WHEREAS, the STAR® Fixed Network Automatic Meter Reading System is currently installed throughout the City of Corpus Christi; WHEREAS, Aclara Technologies, LLC, is the sole source manufacturer of the STAR® Fixed Network Automatic Meter Reading System, for which additional units are needed to provide metered utility services; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; and WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(2) and (a)(7)(D), as items available from only one source due to captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Lucy Rubio Rudy Garza Brian Rosas Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com 361-826-3176 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm@cctexas.com 361-826-3932 Curbside Refuse and Recycle Containers CAPTION: Motion approving the lease -purchase of 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Cascade Cart Solutions, Grand Rapids, MI for the total amount of $626,916.01. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Government (H - GAC). The containers will be used in the City's automated collection program. Funding is available from the city's lease purchase financing contractor. Lease -Purchase Price $588,741.04 Interest for Lease $38,174.97 Total Cost $626,916.01 PURPOSE: Approvals to lease -purchase refuse and recycle carts. These containers are used by customers for their refuse and recycling needs. BACKGROUND AND FINDINGS: These containers will be distributed to residents in new start-up homes, residents requesting additional containers and replacement units. The entire City is currently on the automated collection program. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The containers will be funded for a sixty -month period with an estimated interest rate of 2.5%. The actual interest rate will be determined after the acceptance of the containers. The estimated annual payment for the Solid Waste Department is $125,383.20. Total estimated cost over the sixty -month period, including principal of $588,741.04 and interest of $38,174.97 is $626,916.01. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Solid Waste Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,979,025.76 $626,916.01 $3,605,941.77 Encumbered / Expended Amount $2,691,372.41 $0.00 $2,691,372.41 This item $0 $626,916.01 $626,916.01 BALANCE $287,653.35 $287,653.35 Fund(s): General Fund Comments: Funding for the lease purchase of the 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers are approved in the FY 2014-2015 budget. However, the carts will be delivered and paid for in FY 2015-2016 and, therefore; no funds are required in this fiscal year RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price sheet. CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: RUTH BROWN PRICE SHEET HGAC CONTRACT # GC01-13 CURBSIDE REFUSE & RECYCLE CONTAINERS Cascade Cart Solutions Grand Rapids, MI Item Description Qty. Unit Unit Extended Price Price 1 96 -gallon curbside refuse containers 2 96 -gallon curbside recycle containers Total: Interest for Lease: Total Cost: 10,616 Ea 1,870 Ea $46.89 $48.64 $497,784.24 $90,956.80 $588,741.04 $38,174.97 $626,916.01 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com (361) 826-3176 Carlos Gonzalez, Director of Facilities & Property Management carlosg2tu'�,cctexas.com (361) 826-3567 Belinda Mercado, Director of Information Systems bmercado@cctexas.com (361) 826-3732 Service Agreement to expand the citywide integrated mapping system in Maximo CAPTION: Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG, and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. PURPOSE: This is a resolution to approve the integrated mapping system services in Maximo by adding facilities and locations using ActiveG MapEngine. BACKGROUND AND FINDINGS: Currently the City of Corpus Christi is effectively using a spatial presentation platform or "map" developed by ActiveG. that seamlessly combines MAXIMO and GIS into one tool and allows users to manage Work Orders, Assets, Locations, and other attributes needed to run the day to day operation at Utilities, Public Works, Call Center, and other City entities. Facilities and Property Management intends to add some of the key locations (buildings), assets, and attributes into the existing "map" to maximize the use of resources when MAXIMO work orders are dispatched throughout the City. Continuing to use ActiveG to provide these services will ensure compatibility and continuity and will eliminate the need to develop other platforms which will reduce the risk of affecting an already proven and functional multi -software system. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Facilities & Property Management FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $413,880.00 $0 $413,880.00 Encumbered / Expended Amount $5,000.00 $0 $5,000.00 This item $66,800.00 $0 $66,800.00 BALANCE $342,080.00 $0 $342,080.00 Fund(s): Facilities & Property Management Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Statement of Work and Quotation Service Agreement Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. WHEREAS, the City is currently using a spatial presentation platform or "map" developed by ActiveG that seamlessly combines Maximo and geographic information services ("GIS") into one tool; WHEREAS, the current system's GIS software and application modules need to be upgraded and expanded to include additional building and location attributes into the existing map to improve compatibility and functionality with the ActiveG MapEngine program already implemented by the City; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(7)(D) and (a)(2), as items available from only one source as captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute an agreement for $66,800 with ActiveG to upgrade and expand the citywide integrated mapping system in Maximo to include additional building and location attributes, in order to improve and maximize the use of existing resources for work order management and to ensure the compatibility and continuity of an already proven and functional multi -software system, thereby eliminating the need to develop other platforms, programs, and systems. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn Page 2 of 2 activeG taking your enterprise spatial Statement of Work, Rev. 5 Adding Facilities Assets and Locations to Maximo using ActiveG MapEngine 8/20/2015 Prepared by: Andy Stewart ActiveG — Managing Partner andy.stewart@activeg.com (480) 610-0839 activeG' taking your enterprise spatial Contents Summary 3 Scope of Work 3 DWG -to -GIS Conversion 3 New MapEngine Functionality 3 Required preparation by the City of Corpus Christi 3 Assumptions 4 Task Breakdown 5 Cost 6 Page2of6 Rev. 5 Aug 20, 2015 activeG' taking your enterprise spatial Summary It is proposed that Facilities Department assets and locations be added to Maximo and visualized in the map for Work Order Tracking and Service Requests. In order to accomplish this, it is proposed that ActiveG provide software configuration and development services, along with GIS consulting services to prepare the Maximo environment, as well as to prepare the data necessary to implement this solution. Scope of Work ActiveG shall: 1. Build and publish an ESRI-based MXD file with City Hall data, including attribution as specified by Corpus Christi Facilities Management 2. Import this GIS data into Maximo, using the Maximo location hierarchy created by the city. 3. Develop the new functionality noted below. DWG -to -GIS Conversion To integrate facilities information into Maximo and digital maps, a DWG -to -GIS conversion is required. This conversion entails taking the city's existing DWG files of building floorplans and digitally converting them to ESRI-compliant GIS features. The GIS models created will be for each floor of a specified building, placed in the correct geospatial context, utilizing the same geospatial reference used for other city GIS data. Once converted to GIS, this data shall be imported into Maximo to create/link the GIS data with Maximo locations and classifications, thus enabling asset and work management transactions to be performed on city facilities, as well as GIS visualization in Maximo (and other tools) via ActiveG MapEngine. New MapEngine Functionality The development necessary for the implementation includes providing MapEngine with the new functionality to handle multi -story buildings. This includes: 1. Adding Map Legend options to toggle between different building floors. 2. Handling Work Order/Service Request cluster display across multiple floors in a coherent manner. 3. Enabling "Up the Hierarchy" spatial searching. This capability exists in MapEngine today but is not utilized by the city at this time. Enabling this will allow a search of an asset that isn't drawn on the map, resulting in the map zooming to the nearest known location relative to that asset. For instance, if the user searches for a fire alarm switch, clicking on a result could pan the map to the room location where the switch is located. Required preparation by the City of Corpus Christi For this conversion to be successful, the city's Facilities department shall: 1. Update current DWG files. a. The city's DWG drawings will likely need to be updated with certain parameters added to ensure an accurate, smooth conversion to GIS. Page 3 of 6 Rev. 5 Aug 20, 2015 a ct i ve a taking your enterprise spatial b. This update will require line features drawn in the DWG files to have attribution that allows the walls of the building to be detected and automatically inferred by an ESRI conversion tool. c. ActiveG shall work with city personnel to make sure these steps are taken appropriately. 2. Provide ActiveG DWG files for each floor of each building city personnel desire to be viewed in Maximo. Assumptions 1. No more than one building's single floor/level will be displayed at any given time. The implication here is that the user viewing the 1st floor a given building will not be simultaneously looking at the 1st or other floor of another building. 2. For this phase of the project, the facilities locations shown on the map shall be limited to: a. Rooms i. Restrooms ii. Offices iii. Storage b. Escalators c. Elevators d. HVAC i. Air Handlers ii. Chillers iii. Boilers e. Departments If more location types are required in Phase 1, more service hours will be necessary. 3. Facilities Assets and Locations will necessarily have a floor designator in the Maximo database record. 4. The Work Order may have an indicator of which floor the work order is on in the building (requires more design discussion to finalize). 5. Accuracy and Use Disclaimer: The data conversion of CAD to GIS shall be done without field surveying or auditing the CAD measurements against actual physical building measurements. ActiveG makes no guarantee of the accuracy or completeness of this information or data. ActiveG assumes no liability or responsibility in the use, or misuse, of this information or data. While every effort shall be made to assure the accuracy of this information, it should be understood that it does not have the force and effect of law, rule, or regulation. Should any difference or error occur, the law will take precedence. Please note the accuracy of GIS map data varies from location to location. The converted data should be utilized for general work order management and asset management purposes, not for engineering or other project planning purposes that depend upon a high degree of location accuracy. Page 4 of 6 Rev. 5 Aug 20, 2015 a ct i ve a taking your enterprise spatial 6. ActiveG personnel will work remotely, primarily from the ActiveG offices in Mesa, AZ. However, at least one on-site meeting is recommended to kick off the project. Other on-site requirements are at the discretion of the city and will be billed at cost. Task Breakdown The following tasks outline the steps that need to be performed to accomplish the scope outlined above: Task Est. Hours Notes 1. Project Design, Planning, and Management 40 2. Create ESRI-based GIS map of Corpus Christi City Hall, using existing CAD drawings (DWG files) to be provided by the City. 92 Includes all floors of the building 3. ActiveG will train GIS personnel from the city in the process of creating and maintaining GIS data for facilities. 8 We recommend onsite training for this task. It can be accomplished via shorter web sessions, but onsite would be more effective and interactive. 4. Publish these new facilities maps using GIS map services, just as the ArcGIS map services used today to support other departments using Maximo/MapEngine. 5 We're assuming ActiveG is assisting in the process, with Larry's team taking the lead. 5. Build/update the necessary classification hierarchy for Facilities locations and assets in Maximo. 15 ActiveG assisting MIS resources with this. 6. Configure and run MEAdmin to create Facilities locations and assets in Maximo—the same process other city assets are added to Maximo today. Also incorporate these new assets into the nightly data load from GIS. 10 ActiveG assisting MIS/GIS resources in this process. 7. MapEngine Development (Iteration 1) and Configuration to implement the new functionality (outlined above). 110 Developing and configuring the functionality outlined above. 8. Testing – Round 1 10 9. Development Iteration 2 (with feedback from users) 30 10. Testing – Round 2 10 11. Create documentation and deliver training 15 12. Go Live Support 8 Total Hours 313 NOTE: The creation and maintenance of GIS data converted from CAD DWG files requires the use of ESRI ArcGIS Desktop Advanced version. Should the city want to create and maintain their own facilities data, ActiveG strongly recommends that the Facilities group purchase a license for this software. This tool helps automate the tracing and creation polygons (rooms, bathrooms, storage closets, etc.). Without this tool, the GIS designer must manually trace CAD shapes to create polygons. FYI: Estimated cost of a single ArcGIS Desktop Advanced license: $10,500. Page 5 of 6 Rev. 5 Aug 20, 2015 active taking your enterprise spatial Cost DWG -to -GIS Conversion Development and implementation Service Hours for City Hall: 213 hours x $150/hr = $31,950 Data capture/conversion City Hall DWG -to -GIS Conversion Max. 100 hours x $100/hr = $10,000 Remaining 5 buildings of the Big 6 (Health Department, Frost Bank (5 floors), Police Department, Gas Department, Water Utilities) **Max. 200 hours x $100/hr = $20,000 Load/link remaining 5 buildings into Maximo location hierarchy 20 hours x $150/hr = $3,000 Travel for 1 ActiveG employee on-site visit $1,850 Total cost (including optional items) $66,800 **To receive the stated pricing on the optional tasks above, the city must commit to approving this work within 30 days after the completion of the City Hall conversion. Note: Any additional required travel to customer site to be billed at cost. Pricing expiration for both options: Sept 30, 2015 Page 6 of 6 Rev. 5 Aug 20, 2015 SERVICE AGREEMENT Service Agreement No. THIS continuation with the Citywide integrated mapping system in Maximo to include facilities Service Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting by and through its City Manager or his designee ("City Manager"), and Pierpont Technologies, LLC dba ActiveG ("Contractor"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide the continuation with the Citywide integrated mapping system in Maximo to include facilities; WHEREAS the City has determined Contractor to be the sole service provider; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor shall provide continuation with the Citywide integrated mapping system in Maximo to include facilities in accordance with the Statement of Work, Rev. 5 dated 8/20/2015 ("Services"), which is incorporated by reference into this Agreement as Exhibit "A". 2. Term. This Agreement commences on the date signed by the last signatory hereto and continues for twelve (12) months thereafter. 3. Payment. Payment terms are net 30 days after the goods are provided or services are completed, as required, or a correct invoice is received, whichever is later. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices and communications regarding this Agreement must be directed to the Contract Administrator, who serves as the Assistant Director of Facilities & Property Management, unless indicated otherwise in this Agreement. 5. Independent Contractor. Contractor shall perform the Services hereunder as an independent contractor and furnish such Services in its own manner and method, and under no circumstances will any employee, agent, or representative of the Contractor be considered an employee of the City. 6. Insurance. Before Services can begin under this Agreement, the Contractor's insurance company must deliver a Certificate of Insurance as proof of the required insurance coverages to the Contract Administrator. Additionally, the certificate must state that the Contract Administrator and the City's Risk Manager will be given at least thirty (30) days' notice of cancellation, material change in the coverages, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request to Contractor. 7. Assignment. No assignment of this Agreement nor any right or interest herein held by the Contractor is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends each September 30th) is subject to budget approval and appropriations providing for such contract item as an expenditure in the fiscal budget. The City does not represent that a budget item for this Agreement will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. 9. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas, and the forum and venue for such disputes is the appropriate district or county court in and for Nueces County, Texas. 11. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement may be amended only in writing and signed by persons authorized to execute the same by both parties. 13. Termination. A. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in this Agreement and its exhibits. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period stated m the notice, the City Manager may terminate this Agreement immediately thereafter. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. B. Alternatively, the City may terminate this Agreement without cause upon twenty (20) days' advance written notice to the Contractor. However, the City may terminate this Agreement upon twenty-four (24) hours' advance written notice to the Contractor for the Contractor's failure to pay any required taxes or to provide proof of payment of taxes as set out in this Agreement. The Contractor may terminate this Agreement upon ninety (90) days' advance written notice to the City. 14. Taxes. The Contractor covenants to pay all applicable federal and state payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other taxes in accordance with Circular E "Employer's Tax Guide", Publication 15, as it may be amended. Upon request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. 15. Drug Policy. The Contractor must adopt and enforce a "Drug Free Workplace" policy. 16. Violence Policy. The Contractor must adopt and enforce a "Violence in the Workplace" policy. 17. Notice. Notice must be given by personal delivery, facsimile (fax), or by certified mail, postage prepaid and return receipt requested, and is deemed received on the date hand -delivered or faxed, with proof of accepted transmission, and on the third day after deposit in the U.S. mail if sent certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attention: Assistant Director of Facilities & Property Management P. O. Box 9277 Corpus Christi, Texas 78469-9277 1201 Leopard St. Corpus Christi, Texas 78401 Fax # (361) 826-1989 IF TO CONTRACTOR: Contractor Name: Pierpont Technologies, LLC dba ActiveG Contact Person: Andrew Stewart Mailing Address: PO BOX 1088 City, State, ZIP: Mesa, AZ 85211-1088 Physical Address: 1411 E University Dr. City, State, ZIP: Mesa, AZ 85203 Fax #: (LI M) $35-Ob3� 18. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Citywide Integrated Mapping System in Maximo to include Facilities Service Agreement upon expiration of the original contract term or any extension period, the Contractor shall continue to provide goods/services under this Agreement at the most current price, in accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months. Any month-to-month provision of goods.: services by the Contractor under this Agreement automatically terminates on the effective date of a new contract. 18. Severability. Each provision of this Agreement is severable and if, for any reason, any provision or any part thereof is determined to be invalid and contrary to any applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF LOSS OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. Contractor: Pierpont Technologies, LLC dba ActiveG CITY OF CORPUS CHRISTI Signature: Date: Printed Name: Maria Pedraza Title: Procurement Manager Date: Digitally signed by Andy Stewart DN: cn=Andy Stewart, o=activeG, ou, - „J ,,,",-r email=andy.stewart@activeg.com, c=US S ignature: Date: 2015.09.03 16:13:21 -0700' Printed Name: Andrew Stewart Title: Director, Business Development Incorporated by Reference: Exhibit A: Contractor's Statement of Work, Rev. 5 (Available upon request) Exhibit B: Insurance Requirements (Available upon request) Exhibit C: Disclosure of Interest (Available upon request) Exhibit D: Business Designation Form (Available upon request) AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPecctexas.com 361-826-3176 Constance Sanchez, Director of Finance ConstanceP c(�cctexas.com (361) 826-3227 Merchant Account Services Agreement CAPTION: Motion approving a service agreement with Fidelity Information Services, LLC to provide a Merchant Account for Credit/Debit Card payments for an estimated annual expenditure of $692,948.86, based on lowest responsive proposal in accordance with Request for Proposal No 45. The agreement is established for a three year period with options to extend the agreement for up to two additional twelve month periods, subject to the approval of the City Manager or designee and the service provider. Funding is available in the various using department operational budgets. PURPOSE: This service allows the City to receive credit and debit card payments for utility bills, municipal court fees and fines, park and recreation fees, building permits and services and other services provided by the City. BACKGROUND AND FINDINGS: The City receives approximately $70,000,000 in credit and debit card payments annually. The ability to receive credit card payments is accomplished by establishing a Merchant Account with a service provider that acts as an intermediary in the payment process. This service is a highly technological process that performs many functions of the payment transaction including, but not limited to, authenticity of the credit card utilized, validation of available funds or credit in the customer's account, removal of funds or charges to the customer's account, security oversight of all account information, deposit of funds into the City's account and monthly reporting of all transactions that occur on the Merchant account. This service provides credit/debit card payments at thirty-one (31) walk-up payment centers located throughout the City. It also is used by our customers for online payments and Interactive Voice Response (IVR) telephone transactions. The highest volume of transactions and dollars paid through this service is through online and IVR for utility payments. The City issued a Request for Proposal (RFP) for these services and received three responses from Fidelity Information Services, LLC (FIS), Banc of America Merchant Services LLC and Wells Fargo Merchant Services LLC. Wells Fargo Merchant Services LLC failed to submit pricing as requested by the RFP and therefore was deemed as non-responsive. Of the two remaining proposals, FIS is the lowest cost provider meeting all aspects of the requirements. ALTERNATIVES: Customer's payment method would have to be cash, money orders or checks. OTHER CONSIDERATIONS: Consolidating three current merchant providers, who are Wells Fargo Bank, ETS Corporation and Bank of America. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $692,948.86 Encumbered / Expended Amount This item $692,948.86 BALANCE $0.00 Fund(s): Various Comments: The service will commence in FY 2015-2016. Funding has been requested for FY 2015- 2016 and will be requested for future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Fidelity Information Services — Agreement attached City of Corpus Christi Price Sheet Event No. 45 Merchant Account Services Fidelity Information Services, LLC Jacksonville, FL Banc of America Merchant Services, LLC Atlanta, GA Item Transaction Type Annual Sales Volume 1 Visa Credit Card - Card Present $4,729,005 Annual Cost for Fees, Services and Equipment $142,491.79 $144,204.07 2 Visa Debit Card - Card Present 1.576,335 Annual Cost for Fees, Services and Equipment 49,735.29 48,504.68 3 MasterCard Credit Card — Card Present 4,121,814 Annual Cost for Fees, Services and Equipment 122,303.91 123,479.60 4 MasterCard Debit Card — Card Present 1,373,938 Annual Cost for Fees, Services and Equipment 43,005,93 41,597.19 5 Visa Credit Card— Card not Present 5,940,930 Annual Cost for Fees, Services and Equipment 42,759.59 45,828.98 6 Visa Debit Card- Card Not present 23,763,722 Annual Cost for Fees, Services and Equipment 142,1 14.00 162,497.77 7 MasterCard Credit Card — Card not Present 5,339,573 Annual Cost for Fees, Services and Equipment 37,785.93 39,583.92 8 MasterCard Debit Card — Card not Present 21,358,292 Annual Cost for Fees, Services and Equipment 112,752.42 130,729.87 Note : Annual Sales Volume Evaluated $68,203,609 Grand Total $692,948.86 Total estimated annual sales volume for all credit and debit card transactions is $71,723,160. The City accepts credit cards from Visa, MasterCard, American Express and Discover Card. However, the fees associated with American Express and Discover Card are 100% controlled by the card issuers and are difficult to determine for evaluation purposes. However, the costs associated with these type cards are identical for each proposer and do not affect the hierarchy of the pricing structure shown above. $736,426.09 MERCHANT APPLICATION AND AGREEMENT Disclosure Page Merchant Services Provider Contact Information Name: Fidelity Information Services, LLC, Attn: FIS Merchant Services Address: 11000 West Lake Park Drive -LL, Milwaukee, WI 53224 Customer Service #: 1-800-552-5828 Application Inquiry #: 1-800-552-5828 Sales Office #: 1-800-552-5828 Member Bank (Acquirer) Information Acquirer Name: Wells Fargo Bank, N.A. Acquirer Address: 1200 Montego Way, Walnut Creek, CA 94598 Acquirer Phone: 1-925-746-4167 Important Member Bank (Acquirer) Responsibilities • The Bank is the only entity approved to extend acceptance of Payment Network products directly to a Merchant. • The Bank must be a principal (signer) to the Merchant Agreement. • The Bank is responsible for educating Merchants on pertinent Visa and MasterCard Rules with which Merchants must comply; but this information may be provided to you by Processor. • The Bank is responsible for and must provide settlement funds to the Merchant. • The Bank is responsible for all funds held in reserve that are derived from settlement. Important Merchant Responsibilities • Ensure compliance with cardholder data security and storage requirements. • Maintain fraud and chargebacks below Payment Network thresholds. • Review and understand the terms of the Merchant Agreement. • Comply with Payment Network Rules. • Retain a signed copy of this Disclosure Page. • You may download "Visa Regulations" from Visa's website at: http://usa.visa.com/merchants/operations/op requlations.html • You may download "MasterCard Regulations" from MasterCard's website at: http://www.mastercard.com/uslmerchant/support/rules.html The responsibilities above do not replace the terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the Bank is the ultimate authority should the Merchant experience any problems. Merchant Information Business Legal Name (Printed): Business Address: Business Phone: Signature of Business Principal: Printed Name of Business Principal: Title: Date: Merchant Application W T&C 10 03 2013 0• Fi CARDHOLDER INFORMATION SECURITY AGREEMENT The Visa U.S.A. Inc. ("VISA") MasterCard International, Inc. ("MasterCard") and Discover Financial Services ("Discover") payment card networks, and other payment card networks or systems (collectively, the "Payment Network(s)") each require that its member banks exercise reasonable care in protecting cardholder information, and that member banks and their agents abide by the Operating Rules established by such Payment Network. The undersigned ("Merchant") receives Card Transaction processing services from Fidelity Information Services, LLC ("Service Provider"). Service Provider desires to assure that cardholder information is collected, processed, transmitted or stored in a safe and secure manner, using procedures consistent with the respective requirements of the Payment Networks, and requires that Merchant agree to the terms of this Cardholder Information Security Agreement in order to continue to receive such services from Service Provider. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Merchant agrees as follows: 1. Cardholder information. For purposes of this Cardholder Information Security Agreement, the term "Cardholder Information" is defined as any information containing or evidencing either (a) a Cardholder's personal information or data; including without limitation, a Cardholder's name, card account number, debit card PIN numbers, address, social security number, or any other evidence of the Cardholder's credit, debit or other card type, or (b) information relating to transactions consummated with credit or other types of cards, including both electronic, written and other forms of data, and further including any encryption keys or algorithms used to secure any of the foregoing (the disclosure of which could lead to the disclosure of any other Cardholder Information). The term Cardholder Information also includes other, similar terms used in this Cardholder Information Security Agreement, including "cardholder data" and "card transaction information". 2. Security Requirements. Merchant agrees that it will abide by and fully comply with the Security Requirements, which are incorporated herein by reference, and with all related compliance requirements thereunder with respect to any Cardholder Information or other information containing cardholder or personal information which Merchant may receive or transmit. Service Provider or any Payment Network may periodically request that Merchant certify its compliance with the Security Requirements, including copies of security compliance assessments and reports, processes, procedures, technology and policies, and Merchant will promptly comply with such requests; provided that such requests will not require the disclosure of any information prohibited from being disclosed pursuant to Applicable Law. Merchant will promptly notify Service Provider of a material change in status to any of its security compliance assessments and reports, processes, procedures, technology and policies. Merchant agrees that Service Provider, any Payment Network, and their respective agents may, at Service Provider's or the Payment Network's discretion, periodically perform information security compliance reviews and audits (including vulnerability scans) of Merchant. Such reviews and audits may include onsite inspections and passive Internet scans to detect vulnerabilities. Nothing in this Section will be construed as limiting Merchant's obligations to comply with the Security Requirements and this Section. While Service Provider or a Payment Network or their respective agents may, at Service Provider's or the Payment Network's discretion, periodically perform a review of Merchant's security as described above, Merchant is solely responsible for its compliance with the Security Requirements and this Section. 3. Applicable Law. Merchant further agrees to comply with Applicable Law and to protect the security and confidentiality of the Cardholder Information, and all other "nonpublic personal information" and "customer information", as those terms are defined in the Gramm -Leach -Bliley Act and the regulations thereunder (the "GLB"). Merchant agrees that it will implement and at all times maintain appropriate measures designed to ensure the confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information, and protect against unauthorized access or use of such information, as required by the "Interagency Guidelines Establishing Standards for Safeguarding Customer Information", promulgated pursuant to Section 504 of the GLB. 4. Limitations on Use of Cardholder information. Merchant agrees that it will use Cardholder Information only for payment transaction processing, settlement, and funding. Merchant may not retain any CID or any CW Data (regardless of whether such data is in written, electronic or other form) captured in connection with any card transaction. The CID and CW Data may not be recorded on transaction documentation or any other evidence of the card transaction, including in any records maintained by Merchant or its agents. 5. Third Party Agents. Merchant represents and warrants that it will immediately, or within three (3) business days at the latest, notify Service Provider in writing if it uses or intends to use the services of any subcontractor or other third party that will access, transmit or store Cardholder Information on behalf of Merchant. 6. Nondisclosure. Merchant agrees that, unless otherwise permitted by this Cardholder Information Security Agreement or with Service Provider's written permission, except as may be required and authorized by the Applicable Law, it will not sell, transfer, or disclose to any person other than Service Provider and/or the respective Payment Networks, any Cardholder Information or other information containing cardholder or personal information which Merchant may receive or transmit. Merchant further agrees to implement any agreements with third parties to which Merchant provides access, to Cardholder Information (as permitted by this Cardholder Information Security Agreement or agreed to by Service Provider in writing) obligating said third parties to adhere to the terms of this Cardholder Information Security Agreement and the regulations referenced herein. 7. Ownership of Cardholder information. Merchant acknowledges and agrees that it has no ownership of or right to use the Cardholder Information. Merchant has the rightto access and use Cardholder Information only as authorized by the respective Payment Networks and only as defined in the Terms and Conditions of the Merchant Agreement. 8. Liability. Merchant acknowledges and agrees that it shall be liable for and that neither Acquirer nor Service Provider shall be liable for any losses, claims or damages, including fines and penalties from any Payment Network, arising out of or related to Merchant's (or its employees', representatives', agents', contractors' or subcontractors') failure to abide by and fully comply with this Cardholder Information Security Agreement. To the extent permitted by Texas law, if Service Provider or Acquirer becomes responsible to a Payment network or any other third party for any damages, liabilities or fines arising from any act or omission of Merchant, Merchant agrees to be responsible for any such damages, liabilities or fines. 9. Non -retention of Cardholder Information. Cardholder Information will not be retained subsequent to the authorization of the transaction, other than essential information (cardholder name, account number, expiration date and extended service code) necessarily required for bona fide purposes in connection with the transaction, and only for the length of time the information is required for such purposes, which must be stored in a secure environment to which access is limited to persons who have a need to know such information. Without limiting the generality of the foregoing, in no event shall Merchant store or retain the contents or information recorded on the magnetic tracks of any card, any PIN data, or the CW2 (VISA), CVC2 (MasterCard), or CID (Discover/American Express) data of any card subsequent to obtaining an authorization. 10. Security Failures. (a) Notice. Merchant shall notify Service Provider as soon as reasonably practicable and in no event more than twenty-four (24) hours after becoming aware of (i) any suspected or actual data security breach in any of its systems or databases used to conduct or in any way process card transactions or to store Cardholder information, including websites or electronic links used to conduct card transactions, and (ii) any noncompliance by Merchant with the Security Requirements. Such breaches shall include third party incursions that could in any way result in access to card transaction information, card account information or Cardholder Information. The foregoing obligations are in addition to any data security breach notification obligations that may be applicable to Merchant under Applicable Law. During the term of this Cardholder Information Security Agreement and for a minimum of twelve (12) months following the termination of this Cardholder Information Security Agreement, Merchant will fully cooperate with Service Provider, the Payment Network(s), and others in investigations of suspected theft, loss or disclosure of cardholder data, and any violation of failure to comply with Applicable Law or the Operating Rules. (b) Merchant Application W T&C 10 03 2013 Investigation. Merchant must perform or cause to be performed an independent investigation (including a forensics analysis) of any data security breach; perform or cause to be performed any remedial actions recommended by any such independent investigation; and cooperate with Service Provider and/or the applicable Payment Network(s) in the investigation and resolution of any data security breach. Merchant must provide Service Provider and/or the applicable Payment Network with the following information concerning any suspected or actual data security breach: (i) the date of such breach, (ii) details concerning the data compromised (e.g., card numbers and expiration dates, cardholder names and addresses), (iii) the method of such breach, (iv) Merchant's security personnel contacts, (v) the name of any person (including any law enforcement agency) assisting Merchant with its investigation of such breach, and (vi) any other information which Service Provider reasonably requests from Merchant and/or its agents concerning such breach, including any forensics report(s). Merchant will provide the information listed in (i) -(vi) as soon as is reasonably practicable and the information listed in (i) -(v) shall in any event be provided to Service Provider and/or the applicable Payment Network within forty-eight (48) hours of Merchant's initial notification to Service Provider of such breach. Merchant and its agents must provide Service Provider and/or the applicable Payment Network with copies of any reports concerning such breach as soon as practicable. Merchant must not issue, and must prevent its agents from issuing, any press release or other public announcement concerning such breach until after Merchant has provided Service Provider with the information requested in (i) -(v) above. (c) Inadequacies. Merchant must cooperate with Service Provider to ensure that appropriate security measures and procedures are implemented by a mutually agreeable deadline if Service Provider notifies Merchant that its or any of its agent's security procedures in connection with card transactions are inadequate or do not comply with the Security Requirements. (d) Service Provider's and Payment Network Rights upon Noncompliance with Security Requirements. If a Payment Network determines or reasonably suspects, in its reasonable discretion, that Merchant or any of its agent's security procedures, including with respect to card transactions, are inadequate or otherwise do not comply with the Security Requirements regardless of whether Service Provider has received certification from Merchant of compliance with the Security Requirements, the Payment Network may assess fines and fees for each discrete event of noncompliance, including for each failure to comply with a Security Requirement regardless of whether the Payment Network, an issuer, cardholder, or any other party has experienced damage as a result of such noncompliance. Merchant is responsible for the full amount of any such fees and/or fines. Additional fees and/or fines may be assessed during the period that such noncompliance remains uncured. Merchant's ability to accept or process card transactions may also be terminated by Service Provider or suspended until such time as Merchant has adopted security procedures that comply with the Security Requirements regardless of whether any party has experienced damage as a result of such noncompliance. In addition, a Payment Network may contact Merchant if it determines or reasonably suspects that Merchant is not in full compliance with the Security Requirements. If Merchant does not ensure that Merchant complies with the Security Requirements by a mutually acceptable deadline, Service Provider or the Payment Network may terminate the Merchant Agreement and Merchant's ability to accept cards and/or the Payment Network may assess fees or fines for which Merchant will be responsible. Merchant is responsible for any disputes resulting directly or indirectly from its failure to comply with the Security Requirements and/or this Section and any resulting costs, expenses, damages or other losses experienced by Service Provider, a Payment Network, and/or any card issuer or cardholder. (e) Data Security Breaches. Merchant is financially responsibility for unauthorized or fraudulent transactions and any damages that Service Provider, a Payment Network, a card issuer and/or a cardholder incurs as a result of the theft, loss or unauthorized use or disclosure of Cardholder Information or card transaction information by Merchant or its agents. Merchant is also solely responsible for any fines (the "Data Security Breach Fees") assessed by a Payment Network for each data security breach incident at Merchant or one of its agents. usa.visa.com/merchants/risk management/cisp.html, www.mastercard.com/sdp www.discovernetwork.com/merchants/data-security/disc.html 11. Audits; Onsite Assessments; Scans. Merchant will perform periodic information security self -audits and promptly remedy any deficiencies. To the extent required by any Payment Network, Merchant will complete any required self-assessment questionnaire, engage an independent security assessor approved by the relevant Payment Network to perform an onsite review of Merchant's compliance with Payment Network requirements and/or to perform any periodic system perimeter scans, copies of the results of each of which will be provided to Service Provider, together with any other documentation reasonably necessary to evidence compliance with applicable Operating Rules relating to the protection of Cardholder Information. In the event that Service Provider or any Payment Network determines a reasonable basis for concern regarding the adequacy of Merchant's procedures to protect Cardholder Information, or determines a reasonable basis to believe that Cardholder Information has been compromised during or as a result of the Merchant's possession of that information, Merchant will provide more formal assurance of compliance -and/or engage an independent security firm to verify or certify Merchant's policies and procedures relative to Cardholder Information security. 12. Additional Security Procedures. Notwithstanding other terms of this Cardholder Information Security Agreement or any agreement between the Merchant and any other party, Merchant agrees to follow appropriate procedures to protect the security of Cardholder Information received during the term of this Cardholder Information Security Agreement. Such procedures must include, but are not limited to, the following: (i) Merchant will install and maintain a working network firewall to protect data accessible via the Internet; (ii) Merchant will use and update anti-virus software; (iii) security patches will be kept up to date; (iv) Merchant will encrypt stored data and data sent over open networks; (v) Merchant will maintain an information security policy for employees and contractors; (vi) procedures will be maintained to restrict access to cardholder data on a limited "need to know" basis, (vii) all materials containing cardholder data will be rendered unreadable prior to discarding and will be discarded in a manner that ensures the complete destruction of cardholder data, (viii) Merchant will assign a unique ID to each person with computer access to data, and (ix) Merchant will ensure that unauthorized parties do not have access to any of its systems containing Cardholder Information. 13. Survival. Merchant's obligations under this Cardholder Information Security Agreement shall survive the termination of this Cardholder Information Security Agreement for all Cardholder Information received during the term of this Cardholder Information Security Agreement. 14. Term; Other Agreements. This Cardholder Information Security Agreement shall remain in effect until one (1) year following expiration of the Merchant Agreement. To the extent that this document conflicts with the provisions of any other agreement goveming the business relationship between Merchant and Service Provider, the provisions of this Cardholder Information Security Agreement shall govern and, to the extent necessary, shall constitute an amendment to such other agreement. A breach of this Cardholder Information Security Agreement by Merchant shall constitute a breach of the Merchant Agreement. 15. Registration. At the request of Service Provider or any Payment Network, Merchant shall, at its sole expense, fulfill any registration requirements of the applicable Payment Network(s), or as required, assist Service Provider in such process, including without limitation registering any subcontractor with Service Provider, and will cooperate with same. Merchant further agrees that it will be solely responsible for any fees and costs, including recurring fees, whether assessed directly to Merchant, or by the Payment Network to Service Provider, in connection with said registrations. Merchant Application W T&C 10 03 2013 -0•• TERMS AND CONDITIONS RETAIN THIS COPY FOR YOUR RECORDS In these Terms and Conditions ("Terms and Conditions"), "we", "us," and "our" means Fidelity Information Services, LLC for Discover Card Transactions, and Wells Fargo Bank, N.A. and Fidelity Information Services, LLC for all other Card Transactions. "You" and "your" means Merchant. "Cards" means the credit cards and debit cards enabled to process through a Payment Network as set forth in your Merchant Application. These Terms and Conditions, together with the Merchant Application, Cardholder Information Security Agreement and all schedules and attachment hereto (collectively, the "Merchant Agreement") establishes the terms and conditions on which you may accept Cards as payment for goods and services and we will provide transaction processing and settlement services. If we approve your Merchant Application, you will be provided with instructions on how you can access and obtain a copy of the Operating Rules and with such other requirements and directives we may require relating to your acceptance of Card Transactions. You agree that if you accept and process Card Transactions, you will comply with the Operating Rules for all Card Transactions you accept and process. 1. Card Transactions.. 1.1 You are responsible to ensure that the Cardholder understands that you are responsible for the Card Transaction, including the goods or services that are the subject of the Card Transaction, dispute resolution, and performance of the terms and conditions. You must honor all Cards presented for payment except as otherwise provided under the Merchant Agreement and Operating Rules. The following requirements apply to all Card Transactions: (a) you cannot establish minimum or maximum amounts as a condition for accepting a Card, except as permitted by Applicable Law and/or the Operating Rules; (b) you cannot impose a surcharge or fee for accepting a Card, provided that you may impose a surcharge or fee for all like Card Transactions and you may provide a discount to customers for cash payments; (c) you cannot establish any special conditions for accepting a Card; (d) you cannot discourage, favor or discriminate against the use of a Card in relation to other credit cards or debit cards, except with respect to your own proprietary private label, loyalty, or gift cards; however, you may choose not to accept either U.S. issued debit Cards or U.S. issued credit Cards under the terms described in Section 1.3 of these Terms and Conditions; (d) you cannot discourage, favor or discriminate against the use of a Card issued by any particular Card issuer in relation to a Card issued by any other Card issuer; (f) you cannot require the Cardholder to supply any personal information (e.g., home or business phone number; home or business address; or driver's license number) unless instructed by us, except for a mail order/telephone order or delivery required transaction, and ZIP code for a Card -present key -entered transaction in order to obtain an Address Verification (AVS); (g) any tax required to be collected must be included in the total transaction amount and not collected in cash; (h) you cannot submit any Card Transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible; (i) you cannot submit a Card Transaction or sale that has been previously charged back; (j) you must deliver at least one copy of the Sales Draft or credit draft to the Cardholder; (k) you cannot submit a Card Transaction or sale to cover a dishonored check. Failure to comply with any of the applicable Operating Rules may result in fines or penalties. 1.2 Prohibited Transactions. You may not accept Cards in payment for any Card Transaction that is illegal, not authorized by the Cardholder, fraudulent, or that may damage the goodwill of us or any Payment Network. "Factoring" which is the submission of Authorization Requests and/or Sales Data by a Merchant for Card Sales or Cash Advances transacted by another Person, is expressly prohibited. Factoring is considered Merchant fraud. If you submit Sales Data on behalf of another Person you will suffer any losses associated with any Dispute of the Card Sales. Also, if any fraud is involved, you could face criminal prosecution. You are prohibited from depositing Card Transactions originating from Cards of owners, partners, officers or employees of your business establishment except for Card Transactions that are routine in type, size and frequency for your business and that represent actual sales of goods or services. Submission of sales transactions on Cards in order to obtain a cash advance is strictly prohibited and may result in immediate cancellation of your merchant account. Cash disbursements to Cardholders are also prohibited. You must not accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Sales Draft; it is the exclusive right of the Card Issuer to receive such payments. You may not make any cash disbursements to a Cardholder as part of a Card transaction except to the extent expressly authorized by this Agreement or the applicable Payment Network Rules. You may not accept Cards at Terminals that dispense scrip. 1.3 Card Acceptance Requirements. You must check or obtain the "valid from" and expiration date on the Card and confirm that the Card is valid and not expired prior to completing a Card sale. The Card is valid through the last day of the month embossed on the Card, if present. If the Card has expired, you cannot accept that Card for a sale. If you are suspicious that the Card presenter is not an authorized user of the Card, you should call us at the telephone number we provide for such purpose. You have the right to limit card acceptance to credit or debit cards with the appropriately executed contract addendum in place. 1.4 CID/CW/CVC Requirements and Limitations. You must submit CID/CW/CVC to us under the following circumstances: (a) the first installment of an Automatic Payment Plan, where the first installment is a Card Not Present sale; and (b) where we notify you that we require you to submit CID in all or a certain portion of your Authorization Requests. Your failure to include the CID/CW/CVC in an Authorization Request where required by us, as described above, may result in a negative Authorization response and may increase the Interchange or Fees you are obligated to pay. If you do not submit CID/CW/CVC with an Authorization Request for a Card Not Present sale, even where not required above, you may lose a Dispute of the Card Sale (and, in the case of an Automatic Payment Plan where the first installment is a Card Not Present sale, all installments under the plan may be subject to Dispute if you fail to submit CID/CW/CVC with the Authorization request for the first installment). You are strictly prohibited from retaining, archiving or otherwise storing the CID/CW/CVC in any form or format for any reason, including the recording of the CID/CW/CVC on Transaction Documentation or the making of photocopies of the front or back of Cards. Records demonstrating that the CID/CW/CVC was included in an Authorization Request will be maintained only by the applicable Payment Network. 1.5 Transaction Documentation. You must prepare Transaction Documentation for each Card Transaction and provide a copy of the Transaction Documentation to the Card presenter at the time of completion of the Card Transaction, in each case in accordance with the Operating Rules. The form and format of the Transaction Documentation you prepare must be acceptable to us. You shall ensure that the Transaction Documentation for each Card Transaction, whether electronically generated or manually printed on paper, is legible and contains all of the information required under these Terms and Conditions and the Operating Rules. You may not require a Cardholder to sign Transaction Documentation until the final Transaction amount is entered on the Transaction Documentation. 1.6 Cardholder Signature. Except in Card Not Present sales and other special circumstances described in the Merchant Agreement or the Operating Rules, Transaction Documentation must be signed by the Card presenter in the presence of your authorized representative or employee at the time of the Card Sale. The signature on the Transaction Documentation must reasonably match the signature appearing on the signature panel of the Card (unless the valid Card does not have a signature panel on the back of the Card) and the Cardholder's name as embossed on the front of the Card (except where the valid Card does not bear a Cardholder name on the front of the Card). 1.7 Verification of Signature on Card. In Card Present sales involving valid Cards bearing a signature panel on the back of the Card, you must verify that there is a signature on the signature panel on the back of the Card and verify that the name on the back of the Card is reasonably similar to the name embossed on the front of the Card (except where the valid Card does not bear a Cardholder name on the front of the Card). If the Card includes a photograph of the Cardholder, you must verify that the Cardholder resembles the photograph. 1.8 Unsigned Cards. If a Card bearing an unsigned signature panel is presented to you, you must request two pieces of identification, one of which must be govemment-issued picture identification. When you have confirmed that the person presenting the Card is the Cardholder, you must require the Cardholder to sign the back of the Card. If you are unable to positively identify the Card presenter as the Cardholder, or if you have reason to suspect fraud, you must call us. 1.9 Your Submission of Sales Data. You may submit Sales Data only for valid Card Transactions between you and a bona fide Cardholder. You must submit Sales Data to us no later than three (3) business days after the date of the Merchant Application W T&C 10 03 2013 Card Transaction except that (i) Sales Data may not be presented until goods are shipped, (ii) if you have received Authorization for delayed presentment, (iii) if you are required by Applicable Law to retain the Transaction Documentation or return it to the Cardholder upon timely cancellation, in which case you must present the Sales Data within ten (10) days of the Card Transaction date, and (iv) when you have multiple locations and use a central facility to accumulate and present Sales Data to us, in which case we must receive the related Sales Data within thirty (30) calendar days of the Card Transaction date. For Card Sales and Credits, the Card Transaction date is the date that you conduct the Card Sale or promise the Credit to the Cardholder. Except for Cardholder deposits for purchases, you may not send Sales Data for goods or services ordered by a Cardholder in a Card Sale until the goods or services have been delivered or fumished to the Cardholder. Sales Data for Card Sales submitted for Settlement more than thirty (30) calendar days after the Card Transaction date may be rejected, subject to higher Interchange and/or other Fees or subject to Dispute. The applicable Payment Network may withhold Settlement and/or assess higher Interchange and other Fees for any Sales Data sent to us that does not include all of the information required to be included. 1.10 Preparation and Transmission of Sales Data. You must prepare Sales Data for all Card Transactions as described in this Section 1.10, and transmit the Sales Data to us as described in this Section 1.10 and the Operating Rules. Additional requirements for the preparation and transmission of Sales Data apply for Card Not Present transactions and you must comply with these requirements. You must include all goods and/or services purchased or retumed/refunded at one time and at one cash register on one Transaction Receipt or Transaction Slip, or in a single transmission of electronic Card Transaction data, and you must transmit the Sales Data relating to goods and/or services purchased or retumed/refunded at one time and at a single cash register in a single electronic transmission of Sales Data unless otherwise approved by us in writing. Notwithstanding the foregoing, you may use separate Transaction Receipts or Transaction Slips or use multiple transmissions to submit electronic Card Transaction data, and you may submit Sales Data in multiple transmissions, for bona fide deposits, partial payments and Automatic Payment Plans that comply with any applicable requirements. 1.11 Unusable Sales Data. We will notify you if all or a portion of the Sales Data submitted by you cannot be processed due to invalid, missing or unreadable data. In the event that all or a portion of the Sales Data you submit is invalid, missing or unreadable, you are responsible for: (i) retrieving and resubmitting valid, readable Sales Data in proper form immediately; and (ii) the risk of any loss with respect to the Card Transactions described in the Sales Data, including for damage to or destruction of Sales Data, whether or not held by the applicable Payment Network, until complete, usable Sales Data is successfully received by the applicable Payment Network. 1.12 Submitting Electronic Sales Data. You are required to transmit Sales Data by electronic means in the form and format specified by us from time to time in the Operating Rules and to the location that we specify. All Sales Data transmitted by you must conform to these Terms and Conditions and the Operating Rules. 1.13 Record Retention. You must keep original copies of all mail/telephone order forms and other documentation relating to Card Transactions (including copies of Transaction Documentation) until the later to occur of (i) three hundred sixty five (365) calendar days following the Card Transaction date, or (ii) the resolution of any pending or threatened Disputes, claims, disagreements or litigation involving or relating to the Card Transaction. You must keep a microfilm or other copy of Sales Data for no less than three (3) years from the date of the Card Transaction. You must provide us with a copy of any Transaction Documentation, Sales Data or any other documentation retained by you within fifteen (15) calendar days of our request for such information. In addition, you are responsible for retaining copies of documentation for a period sufficient to enable you to respond to any Disputes that may be initiated with respect to Card Transactions. If you do not provide on your own behalf a copy of any Transaction Documentation, Sales Data or other documentation requested by us, the Card Transaction may be subject to Dispute, including Chargeback, or other Fees. 1.14 Special Rules for Particular Transactions. Additional terms, conditions, and requirements apply with respect to Card Not Present transactions, telecommunication Card Sales, Cash Over Transactions, Mail -Order and Telephone Order Sales, Automatic Payment Plans, delayed delivery sales, Automobile Rental Transactions, Airline and Cruise Line transactions, Hotel and Lodging Industry Transactions, Cash Advance Transactions, Card Sales in connection with store closings or liquidations, Electronic Commerce transactions, and other special categories (as such terms are defined in Section 28 of these Terms and Conditions or the Operating Rules). You are responsible to obtain from us the special rules pertaining to these transactions and any special rules that apply to other Card Sales that are not in-person Card Present transactions in full payment for same day delivery of retail goods and/or services. By submitting Sales Data in connection with any such Card Transactions, you agree that you have received and agree to the special terms, conditions, and requirements relating to these transactions. 1.15 Retums. If you provide proper disclosure to a Cardholder at the time of the Card Transaction, you may establish a return policy under which you will: (a) not accept merchandise in retum or exchange and issue no refunds; (b) only accept merchandise in immediate exchange for similar merchandise of a price equal to the amount of the original Card Transaction; or (c) accept merchandise in return for in-store credit only; or (d) stipulate special circumstances agreed to by the Cardholder. Proper disclosure shall be deemed to have been given if the words "NO REFUND", "EXCHANGE ONLY" or "IN STORE CREDIT ONLY" appear on all copies of the Transaction Documentation in letters approximately % inch high and in close proximity to the space provided for the Cardholder's signature. 2. Authorization. 2.1 You must obtain an Authorization for all Card Sales that you submit to us. You must request Authorization of the entire amount of the Card Transaction before completing the Card Transaction. The Authorization code must be displayed on the transaction receipt or noted in the appropriate place on the Sales Draft. You may pay higher Interchange if you complete a Card Sale without receiving a positive Authorization, if you submit Sales Data to us regarding Card sales for which you did not receive a positive Authorization or if the Authorization code is not properly designated in the Sales Data. In addition, the Card Sale may be subject to Dispute and/or you may lose a Dispute of the Card Sale, as described in the Dispute Rules. 2.2 An Authorization only indicates the availability of credit on an account at the time the Authorization is requested. It does not warrant that the person presenting the Card is the rightful Cardholder, nor is it a promise or guarantee that you will not be subject to a Chargeback. If you fail to obtain an Authorization or if you submit a Card Transaction after receiving a decline (even if a subsequent Authorization attempt provides an approval), your transaction may be assessed fines or fees by the applicable Payment Network for which you will be responsible. 2.3 If you receive a Referral Code in response to an Authorization Request, you should contact us for additional information. A Referral Code is not a positive Authorization. If you subsequently complete a Card Sale where you received a Referral Code without subsequently receiving a positive Authorization and corresponding Authorization code, you may be obligated to pay higher Interchange for failure to receive a positive Authorization response. The Card Sale may be subject to Dispute and/or you may lose a Dispute of the Card Sale, as described in the Dispute Rules. 2.4 You may not attempt to obtain multiple Authorizations for a single Card Transaction. If a Card Sale is declined, do not take alternative measures with the same Card to obtain an approval of the sale from other Authorization sources. Instead, request another form of payment. If you accept and process a Card Transaction that was declined, or attempt to submit multiple Card Transactions and/or multiple Authorizations, you are subject to a Chargeback, fines and/or cancellation of the Merchant Agreement. 2.5 If you conduct a Card sale using a POS Device to electronically capture data from the Card, the Authorization request you send to us must include all of the data specified in our Operating Rules, including the unaltered contents of track 1 or track 2 of the track data contained on the Card (which includes the Card Verification Value (CW) data). In addition, the POS Device you use to conduct the Card Sale must be capable of receiving the full, unaltered Authorization response when sent. If a Card Sale is conducted using a POS Device but the Card cannot be read electronically, you must manually input the required Card Transaction information into the POS Device prior to submitting the Authorization request to us. In addition, you must imprint the Card on the Transaction Receipt. If your POS Device is unable to receive an electronic Authorization response, or if the online Authorization system is down, you should call the number we provide you to submit a voice Authorization request. When a positive voice Authorization response is granted, we will provide you with an Authorization code. You must manually enter this Authorization code in the POS Device in such a manner that the Authorization code is printed on the Transaction Receipt. If the Card Sale is not conducted using a POS Device, you shall to record the Authorization code in the appropriate box on the Sales Draft. We will notify you of any negative (or declined) Authorization response provided to us. In the event of a negative Authorization response, you may not comment to the Card presenter on the reason for the decline of the Authorization request. If the Card presenter requests information about the reason for the decline of the Authorization request, you should inform the Card presenter to contact the Card Issuer. 2.6 Occasionally in response to an Authorization request, we may, on behalf of an Issuer, direct you obtain certain information from the Card presenter to verify the Card presenter's identity. Also, in response to an Authorization request, we may, on behalf of an Issuer, occasionally direct you to take and Merchant Application W T&C 1003 2013 retain a Card from the Card presenter. In each such case, you will use reasonable and lawful attempts to comply with our request. 2.7 If a Card Sale is cancelled or the amount of the Card Sale changes following your receipt of Authorization for the Card Sale, you must cancel the Authorization by (i) processing a return using your POS Device (if the Authorization was obtained using a POS Device), or (ii) call us to request a cancellation of the Authorization (if the Authorization was a voice Authorization). An Authorization may be cancelled at any time within fifteen (15) calendar days of your receipt of the Authorization but must be cancelled before Sales Data relating to the Card Sale has been submitted to us. Once Sales Data relating to the Card Sale has been submitted to us, the Authorization cannot be changed. You may not contact the applicable Payment Network in an attempt to cancel an Authorization. You must contact us to cancel an Authorization, and we will contact the applicable Payment Network. 2.8 You must submit all Authorization requests in U.S. dollars. 3. Settlement of Card Transactions. 3.1 Subject to your compliance with all the terms and provisions of the Merchant Agreement and the Operating Rules, we will accept valid Transaction Documentation from you during the term of the Merchant Agreement and to promptly pay you the total amount represented by the Transaction Documentation. At our sole discretion, we may credit your account for the total amount of Card Sales less any applicable fees or, in a separate transaction, subsequently debit you or your account for applicable fees. The payments by us to you shall be deposited in the account designated in your Merchant Application or as you subsequently designate in writing. 3.2 In addition to any other remedies available to us under the Merchant Agreement, we may, without prior notice, suspend payment of any funds if we have reason to believe that you are in default of any obligation under the Merchant Agreement or there is any fraudulent activity related to the transactions that you submit to us. 3.3 To the extent the Automated Clearing House (ACH) settlement process is used to debit or credit your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association (NACHA). You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH settlement process and/or through direct instructions to (or such other arrangements as we deem appropriate) the financial institution where your Settlement Account is maintained for amounts due under the Merchant Agreement and under any agreements with us or our affiliates for any related services, as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to make all such debits and credits to your account. This authority will remain in full force and effect until all monies due under the Merchant Agreement and under any other agreements with us or our affiliates for any related services have been paid in full. 3.4 After you submit Sales Drafts and Credits, you will receive settlement funds through ACH credit. We will initiate a transfer of such applicable settlement funds through ACH to your Settlement Account. Settlement by ACH credit generally will take place the second banking day after we process the applicable Card Transactions. 3.5 If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sixty (60) days after any debit or credit is or should have been affected. 3.6 If after your Settlement Account has terminated, you fail to instruct us as to where to transmit funds that we are holding and that are due to you, we may deduct from those funds our reasonable costs associated with the maintenance of such funds on a monthly basis. 3.7 The following is a partial list of reasons for other debits to your Settlement Account. We may add to this list as required: (a) the applicable Payment Network fees, charges and fines assessed as a result of your transactions; (b) currency conversion errors; (c) fees and Chargebacks not previously charged; and (d) deposits posted in error. For additional reasons, refer to your Operating Rules which can be found on the worldwide web. 4. Chargebacks. 4.1 You are responsible for reimbursing us for any and all Chargebacks and Disputes by the Issuer and/or the Cardholder with respect to your Card Transactions and for related fees, for any reason, whether or not you have the right to contest the Chargeback under applicable Operating Rules. 4.2 Reasons that a Card Transaction may be Disputed or a Chargeback include, but are not limited to: (a) a Cardholder disputes the validity of a Card Transaction; (b) a Cardholder disputes the quality or receipt of goods or services; (c) a copy of the Sales Draft was not provided when requested, or the copy provided was improperly completed or illegible in whole or in part; (d) a Credit was not provided to the Cardholder; (e) the Card Transaction was not authorized by the Issuer at the time of Card Sale, or efforts were made to avoid a decline of the Authorization (such as, but not limited to, attempts to obtain an Authorization after receiving either a decline or a referral to a call center or splitting a sale across multiple transactions of the same Card); (f) the Sales Draft was not imprinted using an imprinting machine (an electronic swipe of the magnetic stripe on the Card may only substitute for a manual imprint if the transaction is electronically authorized by the terminal after the swipe. In situations where the account number is keyed into the terminal or where the terminal provides a referral response, a physical imprint of the Card on the Sales Draft is mandatory); and (g) all mail order/telephone order and Internet sales are at your risk and are subject to Chargeback. 4.3 You must maintain sufficient funds in your designated Settlement Account to cover all Chargebacks and related fees. For each Card Transaction accepted and processed by you, we have a contingent and unmatured claim against you for any amount we must pay as a result of your acceptance and processing of Card transactions, including, but not limited to, any Chargebacks, fees, discounts, customer credits and adjustments, charges, fines, assessments and penalties. All settlements or credits given or payment made by us to you in connection with your Card Transactions are provisional, and subject to revocation, Chargeback or refund, subject to the terms and conditions of the Merchant Agreement and the applicable Operating Rules. Your right to receive any amounts due from us is expressly subject and subordinate to our Chargeback, set-off, lien and security interest rights without regard to whether such Chargeback, set-off, lien and security interest rights are applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. WE MAY, WITHOUT FURTHER NOTICE, ELECTRONICALLY DEBIT YOUR SETTLEMENT ACCOUNT TO COVER ALL SUMS OWING TO US PURSUANT TO THE MERCHANT AGREEMENT, INCLUDING, BUT NOT LIMITED TO, AMOUNTS OWING FOR CHARGEBACKS, RELATED FEES AND FINES IMPOSED BY THE APPLICABLE PAYMENT NETWORK. 5. Operation of Business. 5.1 Change in Business. You must notify us immediately of any change to the information included in your Merchant Application, including if you engage in, or in the future elects to engage in, any new lines or types of business activities not disclosed in your Merchant Application or if you change your business activities in any of the following ways: (i) change of ownership; (ii) change in type or kind of business; (iii) change in identity, including corporate/legal name or address; (iv) closing or liquidating business entirely or any locations; (v) change in processing method (i.e., Transaction Slips to POS Device); (vi) voluntary or involuntary party in a bankruptcy case; (vii) entry into a loan or other agreement with a third party that seeks to affect the Merchant Agreement; (viii) change to any entity that is a party to or guarantor of the Merchant Agreement, including by merger or acquisition; and (ix) change to or from a business that conducts exclusively retail sales to one that accepts Card Sales by mail, telephone order or Internet transactions. You agree to notify us of any changes specified above, including any changes to the information in your Merchant Application. We may terminate Card acceptance by you and your sublicense to use the Program Marks if you fail to notify us of any such change. In addition, Card Sales by you relating to a new business activity of which we have not been notified may be rejected or subject to reversal or Chargeback, at any time at our sole discretion. 5.2 Compliance with Laws. You are responsible for operating your business and performing your obligations hereunder in compliance with Applicable Law. 5.3 Audits. We may, at our discretion, conduct or engage a third party to conduct examinations and audits of such your compliance with the applicable provisions of the Merchant Agreement or the Operating Rules. All such examinations and audits will be at your sole cost and expense. We may report the results of each such examination and audit to the applicable Payment Network. In addition to the foregoing, you agree that the applicable Payment Network shall have the right to visit you and review your retail locations, corporate offices and websites to verify your compliance with the terms of the Merchant Agreement and the Operating Rules, including the License, the display of the Program Marks, adherence to point-of-sale procedures and compliance with the Security Requirements. If an audit identifies a regular or repeated failure by you to comply with the obligations applicable to you, you agree to promptly notify us of your plan to cure such deficiency along with the implementation date of such cure. 6. Card Account Information. You may not request or use Card account information for any purpose that you know or should have known to be fraudulent or in violation of the Operating Rules. You must not ask a Cardholder to record a Card account number or other account information on the exterior of any order form or other similar device designed to be mailed. You may not disclose Card Transaction information except to us or our agent for the purpose of processing a Card Transaction or Chargeback, or to your loyalty program or fraud control service provider, or as required by Applicable Law. Merchant Application W T&C 10 03 2013 8. Program Marks. 8.1 You are prohibited from using the Program Marks, as defined below, other than as expressly authorized in writing by us or as provided in this Section 8. Additionally, you shall not use the Program Marks other than to display decals, signage, advertising and other forms depicting the Program Marks that are provided to you by us pursuant to the Merchant Agreement or otherwise approved in advance in writing by us. You may use the Program Marks only to promote the services covered by the Program Marks by using them on decals, indoor and outdoor signs, websites, advertising materials and marketing materials; provided that all such uses must be approved in advance by us in writing. You shall not use the Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Program Marks. You recognize that you have no ownership rights in the Program Marks. You shall not assign to any third party any of the rights to use the Program Marks. 8.2 You must prominently display the Program Marks at the point of interaction to indicate that the merchant accept the applicable Payment Network's cards. If you are a remote services merchant, you must display the Program Marks wherever payment options are presented. We will provide you with the appropriate artwork in a format authorized by the applicable Payment Network. The Program Marks must be clearly visible to the public. The preferred location to post the Program Marks at a physical point of interaction is the entrance, nearby window or door of your business location, and on the first screen of an electronic point of interaction. Where it is not possible to post signage at the entrance of your location, posting the Program Marks so that they can easily and readily be seen within the location will satisfy the above requirement. Where it is not possible to post the Program Marks on the first screen of an electronic point of interaction, posting the Program Marks on the payment screen will satisfy this requirement. You must display each Program Mark in such manner and with such frequency as accorded any other Payment Network's Program Marks. You must limit your use or display of the Program Marks in accordance with the terms of the license granted under Section 8.1 and this Agreement or in accordance with any other specifications provided by us. We will provide you with signage displaying representations of the Program Marks that are consistent with the applicable Payment Network standards. We will provide approved displays to you for your use to inform the public that credit and debit cards are accepted. You shall prominently display the Program Marks that we provide. You may not indicate that any Payment Network endorses any of your products or services. 8.3 Your license to use the Program Marks shall terminate upon the earlier of (i) the termination of the Merchant Agreement, or (ii) delivery of notice by us to you of the termination of the license hereunder. 9. Confidentiality. 9.1 Confidential Information. We, the applicable Payment Network, or the applicable Payment Network's or our agents on behalf of the applicable Payment Network, ourselves, the applicable Payment Network's and our affiliates and prospective and current Issuers, including the applicable Payment Network Issuers, and each of their and our respective officers, directors, subcontractors and employees, agents and affiliates (in each case, a "Disclosing Party") may disclose or communicate, directly or indirectly, to you or your agents ("Receiving Party") information and data that the Disclosing Party deems as confidential or proprietary ("Confidential Information"). The term "Confidential Information" includes all information and materials pertaining to technology, trade secrets, know-how, products, facilities, processes, operations, suppliers, current and prospective customers, marketing objectives and plans, pricing and other information pertaining to the Disclosing Party's business affairs, and includes all information pertaining to us and the applicable Payment Network, our and their respective marketing and other business plans, profitability, market share and position, Card Transaction volumes, BINs, prospective and current Issuers, other acquirers of Card Transactions and/or merchants, and any information disclosed by a Disclosing Party to a Receiving Party prior to the execution of the Agreement in contemplation or anticipation of the entry into the Agreement, regardless of whether such disclosure was protected by a confidentiality agreement. The term "Confidential Information" also includes the terms of the Merchant Agreement and the Operating Rules, including documents incorporated by reference, each of the schedules, exhibits, appendices and amendments thereto and any material that is distributed or disclosed by the Disclosing Party in connection with exercising its rights or performing its obligations under the Merchant Agreement, regardless of whether such information is marked as "Confidential." The term "Confidential Information" includes information or data that is in oral, written or other visual form, or recorded on tape, electronic or other media. The terms of this Section 9 shall supersede any oral or written agreements between you and us governing confidentiality entered into prior to the execution of the Merchant Agreement and the terms of this Section 9 shall apply retroactively to the date of the first disclosure by the Disclosing Party of Confidential Information in contemplation of the entry into the Merchant Agreement. In the event of a conflict between the terms of this Section 9 and the terms of any confidentiality agreement between you and us entered into prior to entry into the Merchant Agreement, the terms of this Section 9 shall govern. The term "Confidential Information" will exclude (i) information in the public domain or information that becomes available to the general public without restriction through no wrongful act or omission of the Receiving Party; (ii) information that is independently developed by the Receiving Party without reference to Confidential Information of the other party; or (iii) information that is known by the Receiving Party prior to disclosure by the Disclosing Party. 9.2 Limited Use. You agree that Confidential Information will be used by you for the sole and exclusive purpose of performing the obligations and exercising the rights as granted or permitted under the Merchant Agreement. You must ensure that Confidential Information is kept confidential and is not disclosed, directly or indirectly, to any third party unless the Disclosing Party consents in writing to such disclosure, and then only upon the prior execution of a confidentiality agreement containing terms substantially similar to those in this Section 9 by the third party to whom the Receiving Party desires to disclose such information. Notwithstanding the foregoing, the Receiving Party may disclose strictly limited and necessary types of Confidential Information to its affiliates and/or agents that require access to such Confidential Information in order for the Receiving Party to perform its obligations under this Agreement, subject to the terms of Section 9.2 and provided that such Persons are bound to confidentiality terms substantially similar to those in this Section 9. 9.3 Permitted Disclosures. Notwithstanding the above restrictions, the Receiving Party may disclose Confidential Information in response to a subpoena or order of a court or an agency or government authority of competent jurisdiction that is binding on the Receiving Party, and which compels the disclosure of Confidential Information, or (ii) in response to a valid public records request where the information is required to be disclosed by applicable public records laws, in each case provided that the Receiving Party will, to the extent permitted by Applicable Law, immediately notify the Disclosing Party of the receipt of a subpoena, public records request or order so as to permit the Disclosing Party to contest any such subpoena or order or to seek an appropriate protective order at the Disclosing Party's expense. To the extent required by specific circumstances, you may disclose certain limited and necessary terms of the Merchant Agreement and the Operating Rules, to (i) your regulators, examiners, auditors and counsel, or (ii) to proposed investors and financing sources and their advisors in connection with a merger or acquisition or proposed merger or acquisition or the like, provided such proposed recipients agree in writing to be bound by the obligations of confidentiality required by the Operating Rules and provided that you provide prompt written notice to the applicable Payment Network in advance of such disclosure. The disclosure of this Agreement and any related documents are subject to the Texas Public Information Act. 9.4 Return or Destruction of Confidential Information. Upon the termination or expiration of the Merchant Agreement, all Receiving Parties will comply with the Disclosing Party's reasonable instructions regarding the disposition of Confidential Information, which may include the retum or destruction of any and all Confidential Information (including any electronic or paper copies, reproductions, extracts or summaries thereof); provided that the Receiving Parties may retain a reasonable number of copies of any tangible property containing Confidential Information, subject to the terms of these Operating Rules, which may be used solely for regulatory and record-keeping purposes and may not be used for any other purpose. 10. Advertising and Publicity. Except as otherwise explicitly permitted by these Terms and Conditions, you may not use the registered trademarks, service marks, logos or any proprietary information of the applicable Payment Network, us or the applicable Payment Network's or our affiliates without the prior written consent of the owner of such intellectual property and the prior review, by such owner, of the materials in which such marks, logos or proprietary information is proposed to be used, including in any press release. in your case, such materials shall include the types of media referred to in Section 7.2 in which the Program Marks or logos are displayed. Such consent shall not be unreasonably withheld or delayed. Neither party shall make any public statement or press release regarding the Program or the Merchant Agreement, without the prior written approval of the other party. Notwithstanding the foregoing, Merchant is permitted to take public action, as required by law, for approval of this Agreement. 11. Fees; Adjustments. You agree to pay charges and fees in the amount and in the frequency specified from time to time by us. You also agree to pay any fines imposed on us by the applicable Payment Network resulting from Chargebacks and any other fees or fines imposed by the applicable Payment Network with respect to your acts or omissions. We have the right to revise our fees and charges upon advance written notice to you and you shall pay such revised charges and fees. You agree that any objections to any such charges or fees that are not made and timely received by us as provided herein, shall be deemed waived by you. Merchant Application W T&C 10 03 2013 12. Representations; Warranties. 12.1 For each Card Transaction submitted to us, you represent and warrant the following: (a) it is a lawful sale/rental not previously submitted and is only for the items sold or rented (including taxes, but without any surcharge); (b) it represents an obligation of the Cardholder for the Card Transaction amount; (c) it is not an amount charged subject to any dispute, set-off or counterclaim; (d) it is for merchandise or service actually delivered or performed at the same time you accepted and submitted the Card Transaction for processing (except for any delayed delivery or advance deposit transactions expressly authorized by this Agreement); (e) it is not the refinancing of an existing obligation of the Cardholder or arising from the dishonor of a personal check; (f) that you have no knowledge or notice that the transaction is improper, fraudulent or unauthorized; (g) that the Card Transaction is between you and the Cardholder; and (h) the Card Transaction is made in accordance with the Merchant Agreement, the Operating Rules. 12.2 THIS IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THE MERCHANT AGREEMENT. 13. Term and Termination. Merchant's ability to participate in our card processing program ("Program") shall begin as of the Effective Date and continue for an initial term ("Initial Term") of three (3) years from service installation and with an option to extend for two additional twelve (12) month terms (each a "Renewal Term") at your election upon no less than sixty (60) days notice to us. -Written notice shall be deemed given on the date mailed by certified mail, retum receipt requested. Telephonic notice shall be deemed given on the date the call is completed. In no event shall Merchant be required to deposit, or are we required to accept for deposit, any charge forms or credit forms after the termination date. All obligations incurred or existing under the Merchant Agreement as of the date of termination shall survive such termination until such obligations are fully satisfied. Merchant expressly acknowledges that VISA and MasterCard maintain records containing information on Merchants terminated for one or more reasons specified in the Operating Rules. Such reasons generally include, but are not limited to, fraud, counterfeit paper, unauthorized transactions, breach of contract, excessive Chargebacks or highly suspect activity. Merchant acknowledges that we are required to report the Merchant business name and the name of its principals to VISA and MasterCard when Merchant is terminated due to one or more of the foregoing reasons. Merchant expressly agrees and consents to such reporting by Service Provider in the event of the termination of the Merchant Agreement due to one or more of such reasons. 14. Security interest. Any failure by you to pay us, upon demand, the amount of any transaction that we have charged back to you or any other amount owed by you to us under the Merchant Agreement shall constitute a default by you. Upon any such default, we shall have all rights and remedies provided by law. 15. Limitation of Liability. OUR LIABILITY TO YOU WITH RESPECT TO ANY CARD TRANSACTION SHALL NOT EXCEED THE AMOUNT REPRESENTED BY THE TRANSACTION DOCUMENTATION IN CONNECTION WITH THAT CARD TRANSACTION LESS ANY APPLICABLE DISCOUNT RATE, PROVIDED THAT OUR TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE MOST RECENT CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER. 16. Entire Agreement; Compliance. The parties intend that the Merchant Agreement shall constitute the entire agreement of the parties and may not be contradicted by evidence of any prior or contemporaneous agreement. You shall comply with Applicable Law as applicable to you and any Card Transaction, including, without limitation, all state and federal consumer credit and consumer protection statutes and regulations. You shall also comply with all operating instructions, rules and regulations as we or the applicable Payment Network may issue or amend from time to time. You shall pay, or reimburse us for our payments of, any fines or assessments imposed by the applicable Payment Network that arise out of your Card acceptance activities. The applicable Payment Network(s) Operating Rules are incorporated herein by reference and you agree to be bound by and comply with the same. 17. Waiver. No failure to exercise and no delay in exercising any right, remedy, or power under the Merchant Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder does not constitute a waiver of the act or condition itself. 18. Severability, Amendment, and Construction. If any provision of the Merchant Agreement is declared illegal or void, it shall not affect the validity or enforceability of the remainder of this Agreement. The Merchant Agreement may be amended at any time by us upon advance written notice to you. Your continued use of the Services hereunder subsequent to any such change constitutes your acceptance of the change. The Merchant Agreement shall be construed and interpreted in accordance with the laws of the state of Texas and applicable federal law. All headings are for convenience only and do not control substantive provisions of the Merchant Agreement. 19. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto, their successors, and assigns. Notwithstanding the foregoing, you may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by other operation of law, any right or obligation under the Merchant Agreement without our written consent. Any purported assignment, transfer, or delegation in violation of this Section shall be null and void. We may subcontract or delegate our obligations hereunder to subcontractors or third parties at our sole discretion. 20. Fines or Assessments. If we are fined or assessed any sum by the applicable Payment Network, for your violations of such Payment Network's Operating Rules, you will immediately reimburse us for said amounts. 21. Lawsuits, Venue, and Attorneys' Fee. The parties agree that all lawsuits arising from this Agreement shall only be venued in in a court of appropriate jurisdiction in the state of Texas. If so awarded by the court, you shall be responsible for reasonable attorney's fees and other costs and expenses incurred by us in enforcing any rights we may have with regard to the Merchant Agreement and the documents referenced herein. 22. Reserve Account. In our sole discretion, we may require you to establish a Reserve Account to protect our interests based upon our estimate of the amount necessary to cover anticipated chargebacks, fees and other liabilities you owe us. To establish the Reserve Account, you authorize us to deduct funds from amounts due you by us, or charge a designated deposit account of yours with any other financial institution by Automated Clearing House or otherwise and place such funds in a Reserve Account. You hereby grant us a security interest in the funds in the Reserve Account as security for any existing or future obligation you owe us hereunder. The funds in the Reserve Account shall not be subject to the claims of any other party. You may not grant any lien or security interest in the Reserve Account. We may deduct a portion from each credit transaction deposited or transmitted by you to us or any other financial institution and place such funds into the Reserve Account. The Reserve Account shall be maintained for as long as we, in our sole discretion, deem necessary. You hereby expressly authorize any financial institution at which you maintain an account to transfer funds from such account to us upon our request to maintain funds in the Reserve Account of a level deemed appropriate by us. In our sole discretion, we may withdraw funds from the Reserve Account to satisfy your obligations to us hereunder. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from you, orf the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. You shall not receive any accrued interest on any funds held by us as a result of your processing of Card Transactions, including, but not limited to, funds held by us in a Reserve Account. Notwithstanding the foregoing, we shall be entitled to accrued interest on any such held funds. 23. Financial and Other information. 23.1 Upon our request, you shall furnish to us copies of your financial statements, and /or such other financial information and reports reasonably requested by us. You authorize us to obtain, from time to time, credit, financial, and other information regarding you from other persons or entities, such as credit reporting agencies. You also authorize us to respond to requests from others for information regarding you. We have the right at any reasonable time to verify all sales and to audit your books, accounts, records, and other papers relative to credit transactions tendered to us hereunder. 23.2 From time to time, but no more than once annually unless exigent circumstances exist, we may determine that an inspection of your business location is necessary. 24.0 Liability. With respect to loss, expense, damage, liability, claims or demands either at law or in equity for actual or alleged injuries to persons or property arising out of any negligent act or omission by you or your employees or agents in the performance of this Agreement, you agree that you will cooperate with us in the defense of any action or claim brought against us seeking the foregoing damages or relief and that you will be responsible for any damages resulting from any negligent act or omission by you or your employees or agents in the performance of this Agreement . Merchant Application W T&C 10 03 2013 To the extent permitted by Texas Law, You shall be solely responsible for all losses, liabilities, damages, and expenses experienced by us, our vendors and affiliates as well as any Payment Network and any Issuer resulting from your actions, including, but not limited to, any breach of any warranty, covenant or agreement or any misrepresentation by you under the Merchant Agreement, or arising out of you or your employees' acts or omissions, including as a result of your processing of Card Transactions or use of the Services. 25. Processing Related Equipment. 25.1 YOU WARRANT THAT ANY PROCESSING EQUIPMENT AND/OR SOFTWARE YOU OBTAIN IS FOR A COMMERCIAL PURPOSE AND IS NOT FOR PERSONAL USE. Unless otherwise provided for in a separate sales agreement, the sale of all processing equipment is between you and third parties, including, but not limited to, our independent sales agents and representatives. 25.2 YOU ACKNOWLEDGE THAT ANY EQUIPMENT AND/OR SOFTWARE YOU OBTAIN MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR'S SYSTEMS. WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH EQUIPMENT AND/OR SOFTWARE COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS. IN THE EVENT THAT YOU ELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERMINATION OF THE MERCHANT AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE THAT YOU HAVE OBTAINED. 25.3 We may upgrade or otherwise modify our computer system at any time without prior notice. You agree to provide us access to your processing equipment in the event that we deem it necessary as part of our upgrade or system modification. 26. Other Provisions. 26.1 No party shall be liable for any default or delay in the performance of its obligations under the Merchant Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); or (v) the nonperformance by a third party for any similar cause beyond the reasonable control of such party, including, without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the nonperforming party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this Section, your failure to receive payment or funds from a third party shall not excuse the performance of your obligations to us under the Merchant Agreement. 26.2 The headings contained in the Merchant Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of the Merchant Agreement. 26.3 If there are any inconsistencies between the Merchant Agreement and the Operating Rules, the Merchant Agreement will govern. If any part of the Merchant Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 26.4 The Merchant Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, supersedes any previous agreements and understandings and, except as expressly provided in the Merchant Agreement, can be changed only by a written agreement signed by all parties. A party's waiver of a breach of any term or condition of the Merchant Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 26.5 The parties acknowledge that the applicable Payment Network's Operating Rules give such Payment Network certain rights to require termination or modification of the Merchant Agreement with respect to transactions involving Cards and the Payment Network and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable the applicable Payment Network Rules with respect to the Merchant Agreement's applicability to transactions involving such other Cards. 26.6 You may designate a third party as your agent for the purpose of delivering credit card transactions data -captured at POS Device by such agent for clearing and settlement. In such event, you agree that: (a) you must provide satisfactory notice to us if exercising use of third -party agent; (b) you understand and agree that the obligation of us to you to reimburse you for credit card transactions is limited to the amount (less fees) delivered by that agent to us; and (c) you is responsible for any failure by your agent to comply with your responsibilities under the Merchant Agreement and the Operating Rules including but not limited to any violation which results in a Chargeback. 27. Merchant Chargeback Notification. As a merchant participating in the Program for Card acceptance, you must be aware of the Cardholder's right to chargeback a transaction. A chargeback occurs when a Cardholder disputes purchase for any number of reasons. Please be aware of the following: • A chargeback is initiated by the Cardholder's issuing bank, not by us. • The chargeback process is one which ordinarily favors the Cardholder rather than the merchant. • A chargeback does not mean that you, as a merchant, are without recourse. What it may mean, however, is that you may have to pursue a private collection action against your customer. • A Cardholder's right to charge back is very broad. The Cardholder simply has to file a written dispute with his/her issuing bank. The issuing bank must then charge the item back to the acquiring bank. • An Authorization does not guarantee your Card Sale, should the Cardholder dispute the Card Sale. • A Cardholder has significant rights to return merchandise. Please note the applicable provisions of the Operating Rules with respect to returns and disclosure of Merchant's return policy(ies). Should the cardholder claim he/she was not made aware of the disclosure (the merchant's return policy), a Chargeback will likely be initiated. • The acquiring bank is simply the messenger when a chargeback is initiated by a cardholder. The acquiring bank must process the chargeback to the merchant's account per the applicable Payment Network Operating Rules. 28. Definitions. As used in the Merchant Agreement, the terms below will have the following meanings: "Applicable Law" means any law, ordinance, statute, treaty, rule, judgment, decree, regulation, official directive, consent, approval, authorization, order or other determination or finding of any governmental authority applicable to or binding upon you or to which you are subject, whether federal, state, county, local, foreign or otherwise, including state usury laws, the Truth -In -Lending Act, the Fair Debt Collection Practices Act, the Federal Equal Credit Opportunity Act, the Fair Credit Reporting Act as amended by the Fair and Accurate Credit Transactions Act, the National Bank Act, the Bank Secrecy Act as amended by the USA PATRIOT Act together with implementing federal regulations, the Trading With the Enemy Act, the International Emergency Economic Powers Act and the United Nations Participation Act and related Executive Orders and implementing U.S. Department of the Treasury regulations, the Electronic Funds Transfer Act, the Telephone Consumer Protection Act, the Gramm - Leach -Bliley Act, the Foreign Corrupt Practices Act, the Anti -Boycott provisions of the Export Administration Act and implementing U.S. Department of Commerce regulations, the Federal Trade Commission Act, the Sarbanes- Oxley Act and implementing federal regulations, and Regulations B, E, P and Z of the Board of Governors of the Federal Reserve System. "Authorization" means approval by, or on behalf of, the Issuer to validate a Card Transaction. An Authorization indicates only the availability of the Cardholder's credit limit at the time the Authorization is requested. "Automatic Payment Plan" means an obligation, either of a fixed or variable amount, that is paid by a Cardholder with a series of charges to a Card account over a period time pursuant to an agreement between the Cardholder and the merchant. "Card Not Present" means a Card Sale or Credit that occurs when neither the Card nor the Cardholder is present at the point-of-sale to conduct the Card Sale or Credit, including Internet, mail-order and telephone -order Card Sales and Credits. "Card Present" means a Card Sale, Cash Advance or Credit that occurs where the Card and the Cardholder are present at the point-of—sale and the Card is used to conduct the Card Sale, Cash Advance or Credit, as evidenced by our receipt of Track Data in the Authorization request (except with respect to Biometric Card Transactions, which constitute Card Present sale but will not include CW with the Authorization request). "Card Sale" means a sale of goods or services to a Cardholder by a merchant, either in a Card Present environment or as a Card Not Present transaction, either of which is conducted pursuant to a merchant agreement where the amount of such sale is applied to a Card account and considered an obligation of the Cardholder. "Card Transaction" means a transaction involving a Card, including any Card Sale, Cash Advance, Credit, Chargeback, Reversal or Correction. Merchant Application W T&C 10 03 2013 "Cardholder" means the individual whose name is embossed on a Card (credit card or debit card, as applicable) and any authorized user of such Card. "Chargeback" means the procedure by which a Sales Draft or other indicator of a Card transaction (or disputed portion thereof) is retumed to Bank or the Issuing Bank, the liability for which is the Merchant's responsibility. "Charqeback Fee" means a fee incurred each time a transaction is charged back to you. "CID" or "Card Identification Data" means the three digit number that follows the complete or truncated Card Number in the signature panel or in a separate box directly to the right of the signature panel on the back of each Card. "Credit" means a refund or price adjustment given for a previous purchase transaction. "CVV" or "Card Verification Value" means the three digit number that follows the complete or truncated Card account number in the signature panel or in a separate box directly to the the right of the signature panel on the back of each Card. "Dial -Up Terminal" means an Authorization device which, like a telephone, dials an Authorization center for validation of transactions. "Discount Rate" means an amount charged for processing credit Card transactions or signature debit Card Sales. Discount Rates are charged on ail sales and refunds. "Dispute" means a ticket retrieval request, request for a Chargeback, request for representment of a Card Transaction, or representment of a Card Transaction, as the context may require, by an Issuer, us or the applicable Payment Network, including supporting information and documentation provided by the Issuer or us in connection with any of the foregoing, and the applicable Payment Network's process of resolving or effecting any of the foregoing, including Dispute arbitration, as more fully described in the Dispute Rules. "Dispute Rules" means the document that contains instructions and requirements relating to the resolution of Disputes relating to Card Transactions, including Chargebacks, Credits and corrections, as such document may be amended from time to time by the applicable Payment Network. "Fees" means the fees and charges we or the applicable Payment Network assess for or related to the Services. "Interchange" means a charge assessed by the applicable Payment Network and paid to the Issuer. "Imprinter" means a manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's name and Card number on a Sales Draft. "Issuer" means the bank or other party that has issued a Card. "Magnetic Stripe" means a stripe of magnetic information affixed to the back of a plastic credit or Debit Card. The magnetic stripe contains essential Cardholder and account information. "Operating Rules" means the rules, regulations, bylaws, releases, interpretations and other requirements (whether contractual or otherwise) now or hereafter imposed, adopted or communicated by the applicable Payment Network, as such may be amended, modified or supplemented from time to time. "Payment Network(s)" means Visa U.S.A. Inc. ("VISA"), MasterCard International, Inc. ("MasterCard") and Discover Financial Services ("Discover") payment card networks, and other payment card networks or systems "Person" means an individual, partnership, joint venture, corporation, association, or other legal entity, however organized. "POS Device" means an electronic point-of-sale device, cash register, or terminal and any necessary software, including a CAT and a self-service terminal, located at the physical premises of a merchant that is capable of electronically capturing data from Cards and receiving electronic evidence of Authorization responses and which may also be capable of transmitting electronic evidence of Sales Data. "Program Marks" means any and all trademarks and service marks of a Payment Network which are provided to you or approved by us for your use in connection with the Services. "Referral Code" means the message received from an Issuing Bank when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). "Reserve Account" means a fund established and managed by us in a depository selected by us to protect against actual or contingent liability arising from Chargebacks, adjustments, fees and other charges. "Retrieval Request/Transaction Documentation Request" means a request for documentation related to a Card Transaction such as a copy of a Sales Draft or other Card Transaction source documents. "Sales Data" means evidence of Card Sales and Credits in electronic format that is captured, prepared and/or transmitted by you for a Card Sale or Credit. "Sales Draft" means evidence of a purchase of goods or services by a Cardholder from Merchant using a Card, regardless of whether the form of such evidence is in paper, electronic or otherwise, all of which must conform to the applicable Payment Network Rules. "Security Requirements" means (i) the VISA's Cardholder Information Security Program CUSP"), MasterCard's Site Data Protection Program ("SDP"), the Payment Card Industry ("PCI") PIN Security Requirements, the Payment Card Industry Data Security Standard ("PCI -DSS") located at www.pcisecuritvstandards.orq in each case, as interpreted and communicated to Merchant by us and/or the Payment Network, and as may be amended and supplemented from time to time, which is incorporated herein by reference and all related compliance requirements, and (ii) any additional security requirements and all related compliance requirements promulgated by the applicable Payment Network from time to time. "Services" means the activities undertaken by us to authorize, process and settle all United States Dollar-denominated Card Transactions undertaken by Cardholders at Merchant's location(s) in the United States, and all other activities necessary for us to perform the functions required by the Merchant Agreement for all Cards covered by the Merchant Agreement. "Settlement Account" means an account at a financial institution designated by Merchant as the account to be debited and credited by us for Card transactions, fees, Chargebacks and other amounts due under the Merchant Agreement or in connection with the Merchant Agreement. "Transaction Documentation" means, collectively, Transaction Receipts and Transaction Slips. "Transaction Receipt" means a paper or electronic copy of Card Transaction data generated at the point -of -sale when the Card Transaction is conducted using a POS Device, a copy of which is provided to the Cardholder. "Transaction Slip" means a form used by you to capture Card Transaction data in transactions where a POS Device is not used, one copy of which is provided to the Cardholder and one copy of which is provided to us for settlement of the Card Transaction, including a Sales Slip or a Credit Slip, as applicable or appropriate under the circumstances. Merchant Application W T&C 10 03 2013 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Mike Markle, Interim Chief of Police mikema@cctexas.com (361) 886-2601 Belinda Mercado, Director of Information Systems bmercado@cctexas.com 361-826-3732 Upgrade Automated Fingerprint Identification System (AFIS) CAPTION: Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. PURPOSE: Currently the hardware and software are out of date and out of compliance with Criminal Justice Information Systems standards. BACKGROUND AND FINDINGS: This system is a stand-alone Automated Fingerprint Identification System (AFIS) purchased in December 2006. AFIS provides automated fingerprint search capabilities, latent searching capability, electronic image storage, and electronic exchange of fingerprints and responses. It allows us to identify suspects in criminal cases where no other information exists. Currently the hardware and software are out of date and out of compliance with Criminal Justice Information Systems standards. We have been informed by the security group at MIS that the server for this computer represents the highest level of vulnerability for a cyber -threat of any system in the City of Corpus Christi. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $98,949.60 $0 $98,949.60 Encumbered / Expended Amount $0 This item $98,949.60 $0 $98,949.60 BALANCE $0 $0 $0 Fund(s): Municipal Information Systems (MIS) Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet - Attached Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. WHEREAS, the City currently has a service agreement with 3M Cogent, Inc., to maintain computer hardware and software systems; WHEREAS, the current system's hardware and software applications need to be upgraded due to the system being out of date and out of compliance with Criminal Justice Information Systems standards and the server for this computer representing the highest level of vulnerability for a cyber -threat of any system in the City of Corpus Christi; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(2) and (a)(7)(D), as items available from only one source due to captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to up- grade the existing automated fingerprint identification system to provide for automated fingerprint search capability, latent searching capability, electronic exchange of finger- prints and responses, electronic image storage, and allow for the identification of suspects in criminal cases where no other information exists. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn Page 2 of 2 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JEANNETTE P. TIJERINA ITEM DESCRIPTION PRICE SHEET AUTOMATED FINGERPRINT IDENTIFICATION SYSTEM (AFIS) UPGRADE QTY. UNIT 3M Cogent, Inc. Pasadena, CA UNIT TOTAL PRICE PRICE 1 Purchase of a system upgrade for the Automated Fingerprint Indentification System to include server hardware, configuration of server, migration of data, installation, interfacing, testing, documenting and training. 1 LOT $98,949.60 $98,949.60 TOTAL: $98,949.60 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 9, 2015 TO: Ronald L. Olson, City Manager THRU: Wes Pierson, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Hiring of External Auditor for the FY 2015 Audit CAPTION: Motion authorizing the City Manager or his designee to execute a service agreement with Collier, Johnson, & Woods, P.C., of Corpus Christi, Texas, to provide professional auditing services for fiscal year (FY) 2014-2015 in an amount not to exceed $185,000. PURPOSE: The City of Corpus Christi's charter requires an independent annual audit. Article II, Section 27 of the City reads, in part, as follows: "The council shall provide for an independent annual audit for all city accounts and may provide for such more frequent audits as it deems necessary." BACKGROUND AND FINDINGS: In May 2010 the City issued a Request for Proposal (RFP) for professional auditing services. As a result, Collier, Johnson, & Woods, P.C., was awarded an agreement for twelve months with an option to extend for up to four additional twelve-month periods. The agreement expired upon completion of the FY 2014 independent audit. Since the FY 2014 audit with Collier, Johnson, & Woods, P.C. was the final year of the agreement, a RFP for external, independent auditing services was needed. A RFP was drafted in July 2015, but clarification was needed as to the role of the Audit Committee members in the selection process. That clarity was received at the September 8th Audit Committee meeting, and staff is prepared to move forward with issuance of the RFP. Because of the timing of the issuance of the RFP, however, it is necessary to retain an independent auditor for FY 2015 year. As a result, the Audit Committee members unanimously voted to solicit a proposal from the City's current auditor, Collier, Johnson, & Woods, P.C., for a one-year term, for presentment to the City Council for approval. Concurrently, the RFP will be finalized and will be issued for the FY 2016 audit if this item is approved. On September 8, 2015, the Director of Finance received a proposal from Collier, Johnson, & Woods, P.C. in the amount of $185,000 for a one-year agreement to conduct the FY 2015 independent audit. This amount is $1,000 less than the fee for the FY 2014 audit, and this amount is included in the proposed FY 2016 operating budget for Financial Services. ALTERNATIVES: An alternative would be to continue working on the RFP for the FY 2015 audit; however, interim test work (Le. inventory observation) could not be performed by the selected firm. Missing this bit of test work might put the City at risk of receiving a qualified (unclean) opinion from the selected firm. A solution would be to have Collier, Johnson, & Woods, P.C. or the City Auditor's Office could perform this interim test work prior to the firm selection. OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: YES DEPARTMENTAL CLEARANCES: • Financial Services Department • City Auditor's Office • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - 1 $ 186,000.00 $ 186,000.00 Encumbered/Expended amount of (date) - - - - This item $ 185,000.00 $ 185,000.00 BALANCE - - $ 1,000.00 $ 1,000.00 FUND(S): General Fund COMMENTS: The amount being proposed is included in Accounting Operations' proposed operating budget for FY2016. RECOMMENDATION: Staff recommends approval of the motion. LIST OF SUPPORTING DOCUMENTS: Collier, Johnson, & Woods, P.C. Engagement Letter COLLIER, JOHNSON & WOODS, P.C. CERTIFIED PUBLIC ACCOUNTANTS September 9, 2015 Mr. Ronald L. Olson City Manager City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Mr. Olson: 555 N. Carancahua Suite 1000 Corpus Christi, Texas 78401-0839 361-884-9347 Fax 361-884-9422 www.cjw-cpa.com We are pleased to confirm our understanding of the services we are to provide for the City of Corpus Christi (City) for the year ended September 30, 2015. We will audit the financial statements of the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund, and aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the City of Corpus Christi as of and for the year ended September 30, 2015. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to supplement the City's basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the City's RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management's Discussion and Analysis 2. Employment Retirement Benefits — Analysis of Funding Progress Mr. Ronald L. Olson September 9, 2015 Page 2 We have also been engaged to report on supplementary information other than RSI that accompanies the City's financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and will provide an opinion on it in relation to the financial statements as a whole: 1. Combining and individual fund statements. 2. Budgetary Comparison Schedules. 3. Capital Assets Used in Operation of Governmental Funds. 4. Schedule of Expenditures of Federal and State Awards. The following other information accompanying the financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor's report will not provide an opinion or any assurance on that other information: 1. Introductory information 2. Statistical information Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the second paragraph when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on: • Internal control related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations. The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states (1) that the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on Mr. Ronald L. Olson September 9, 2015 Page 3 compliance, and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. The OMB Circular A-133 report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; and the provisions of OMB Circular A-133, and will include tests of accounting records, a determination of major program(s) in accordance with OMB Circular A-133, and other procedures we consider necessary to enable us to express such opinions and to render the required reports. If our opinions on the financial statements or the Single Audit compliance opinions are other than unqualified (unmodified), we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue reports, or may withdraw from this engagement. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors or any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Mr. Ronald L. Olson September 9, 2015 Page 4 Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Controls Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the fmancial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by OMB Circular A-133, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to OMB Circular A-133. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under professional standards, Government Auditing Standards, and OMB Circular A-133. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Mr. Ronald L. Olson September 9, 2015 Page 5 OMB Circular A-133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Our procedures will consist of test of transactions and other applicable procedures described in the OMB Circular A-133 Compliance Supplement and related addenda for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to OMB Circular A-133. Management Responsibilities Management is responsible for (1) establishing and maintaining effective internal controls, including internal controls over compliance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for the accuracy and completion of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include, including identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud or illegal acts affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former Mr. Ronald L. Olson September 9, 2015 Page 6 employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements, and grants. Additionally, as required by OMB Circular A-133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and preparation of the schedule of expenditures of federal awards in conformity with OMB Circular A-133. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon OR make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with OMB Circular A-133; (2) that you believe the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with OMB Circular A-133; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to present the supplementary information with the audited financial statements OR make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible Mr. Ronald L. Olson September 9, 2015 Page 7 for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the non -audit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any invoices selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings. We will provide copies of our reports to the City; however, it is management's responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and a corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to The City; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Collier, Johnson & Woods P.C. and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to oversight agencies or its designee, a federal agency providing direct of indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Collier, Johnson & Woods P.C. personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the Mr. Ronald L. Olson September 9, 2015 Page 8 aforementioned parties. These parties may intend, or decide; to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release or for any additional period requested by the oversight agency for audit or pass-through entity. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the parties contesting the audit finding for guidance prior to destroying the audit documentation. F. John Shepherd is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fees for these services will be based on the actual time spent at our standard hourly rates, plus travel and other out-of-pocket costs such as report production, typing, postage, etc. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. We estimate that our fees for the engagement cover the following tasks: Financial Audit of the City Compliance Audit TOTAL 145,000 40,000 185,000 We do not anticipate the fee to exceed $185,000 for the above services, unless unforeseen circumstances arise. Such circumstances will be discussed when, and if, encountered. Our invoices for these fees will be rendered as work progresses and will be payable within 30 days of receipt and work will cease if fees are not paid. We acknowledge that no fees for the tasks outlined above that exceed $185,000 in the aggregate are authorized by this agreement, without the prior written authorization of the Director of Financial Services. Expenses will be itemized and will be limited to reasonable and customary charges. The City is obligated to pay such fees under this agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the current fiscal year. Should the City fail to budget and appropriate funds for the audit in the subsequent fiscal year this agreement shall be terminated. We appreciate the opportunity to be of service to the City of Corpus Christi and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Mr. Ronald L. Olson September 9, 2015 Page 9 Very truly yours, COLLIER, JOHNSON & WOODS A Professional Corporation RESPONSE: This letter correctly sets forth the understanding of the City of Corpus Christi. Ronald L. Olson, City Manager Date: Rebecca Huerta, City Secretary Date: Motion No.: September 9, 2015 Constance Sanchez Director of Financial Services City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Ms. Sanchez: Enclosed are two copies of the audit engagement letter for the City's fiscal year ended September 30, 2015. The fee quoted in this engagement letter is $185,000 which is $1,000 less than our 2014 engagement. In 2014, there were additional procedures relating to the 14 month year. The 2015 proposed fee includes additional time to update our audit software for the changes in the chart of accounts. There are over 12,000 accounts which will need to be changed. If you have any questions regarding the engagement letter, please do not hesitate to contact us. Very truly yours, COLLIER, JOHNSON & WOODS A Professional Corporation F. John Shepherd AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: August 26, 2015 TO: Ronald L. Olson, City Manager FROM: Belinda Mercado, Director of Municipal Information Systems BelindaM(c�cctexas.com (361) 826-3740 Purchase Network Equipment for City Hall, Public Safety, and Library Facilities CAPTION: Motion approving a purchase with Computer Solutions of San Antonio, Texas, for network hardware equipment based on the cooperative purchasing agreement with the Texas Department of Information Resources (DIR) for an estimated total amount of $229,675.50. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: To replace aging, end -of -life equipment to provide improved network and internet services to City facilities. Replacing outdated network equipment will increase network speeds, increase reliability, improve security, and allow the expansion of Internet bandwidth available for City-wide use and cloud based hosted services. BACKGROUND AND FINDINGS: Network equipment used for connectivity and Internet services at City Hall, Public Safety, and Library Facilities was installed 15 years ago and is no longer available for support and maintenance. Aging equipment such as firewalls and switches are a source of continued outages and increase the risk of downtime and the potential for security breaches. The network equipment currently installed was not designed to support the expanded use of the Internet or the new cloud based hosted environment that city has moved towards in the last year. The majority of the City's current software including Finance, Human Resources, Payroll, Budgeting, Utility Billing, Development Services, Code Enforcement and others are operated in a hosted environment. The Internet is used extensively by all City Departments to perform research, attend and participate in online meetings, demonstrations, and training sessions. All of these require a refresh of modern technology for a more robust network to provide reliable, secure, high- speed connectivity. ALTERNATIVES: Continue with current network equipment and replace equipment as failures occur OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms with City purchasing policies and procedures. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Office of Management and Budget Finance and Purchasing Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $573,094.00 $573,094.00 Encumbered / Expended Amount $94,656.49 $94,656.49 This item $229,675.50 $229,675.50 BALANCE $248,762.01 $248,762.01 Fund(s):5210 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Agreement - NetworkUpgradesRev2.pdf Letter of Engagement - NetworkUpgrade_v1.0.pdf •�.�• ry it i� Solution comRuts' ers i.)Y� Letter of Engagement Customer: City of Corpus Christi Project: Core Network Upgrades Publish Date: 8/18/2015 Version: v1.0 Submitted By: Jeff Byrom, Account Executive 814 Arlon Parkway, Suite 101, San Antonio, Texas 78216 1 210.369.0300 phone 1 210.369.0389 fax 1 www.comsoltx.com City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 2 Overview Computer Solutions will assist City of Corpus Christi (Customer) in upgrading one (1) firewall cluster on two (2) new Cisco ASA 5545-X firewall appliances. The Cisco FireSIGHT Management Center appliance will be deployed as a virtual machine (VM) on Customer's virtualization platform. Lastly, Computer Solutions will install one (1) Cisco Catalyst 4500-X distribution switch. Project Summary Planning 1. Kickoff Meeting a. Discuss Customer expectations. b. Define project requirements, limitations, etc. c. Attendees: Computer Solutions Project Team, Customer Point of Contact (POC) 2. Requirements Acceptance a. Establish criteria for project success and acceptance. Design Review 1. Review the existing network configuration and identify IP addressing, DHCP, and DNS settings to use during implementation. 2. Review the current wireless ASA configuration. 3. Review the proposed test plan with Customer. 4. Modify the test plan as necessary and obtain Customer approval. Implementation 1. Install two (2) Cisco ASA 5545-X adaptive security appliance. 2. Migrate firewall rules from the existing ASA appliances. 3. Configure Firepower IPS services. 4. Create one (1) Cisco Firesight VM appliance to manage events from the ASA with Firepower IPS devices. 5. Configure one (1) ASA cluster for management and monitoring. 6. Physically install one (1) 32 -port Cisco Catalyst 4500X distribution switch. Connect the switch to the network and power source. 7. Migrate the 4500X switch to existing Ethernet trunks. ID 2015 Computer Solutions. All rights reserved. Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 3 Testing 1. Execute the test plan. 2. Document and remediate issues as related to project requirements. Closure 1. Documentation a. Develop as -built documentation that includes ASA configuration, 4500X configuration, IP Address Information, hardware serial numbers, and administrative access information. 2. Project Signoff a. Deliver as -built documentation, test results, and other project documentation as necessary. b. Acquire Customer approval and signoff on project for closure. Project Considerations 1. Computer Solutions will assign a Project Manager to lead this project. The Project Manager will oversee project planning, coordination, and reporting activities as well as: a. Serve as the single point of contact for project activities, milestones, roles and responsibilities, and project tasks. b. Coordinate status meetings and schedule as well as management of the change control process. c. Engage with Customer and vendor resources to execute project tasks. d. Assist in reporting guidelines, risk and issue identification, and contingency planning. e. Continually assess scope, timing, and resource requirements. 0 2015 Computer Solutions. All rights reserved. Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v].0 Page 4 Terms and Conditions This Letter of Engagement is subject to all terms of the Master Services Agreement between Customer and Computer Solutions. The following terms and conditions are specific to this Letter of Engagement. 1. Customer Responsibilities: For the duration of this Letter of Engagement, Customer is obligated to meet certain responsibilities as described herein. Should Customer fail to adhere to said responsibilities thereby impacting Computer Solutions' ability to provide services under this Letter of Engagement, Computer Solutions is not responsible for service delays. 1.1. Access: Customer will: (1) provide Computer Solutions with remote access to Customer's network, (2) grant access to physical sites including restricted areas, and (3) provide Computer Solutions with login credentials as required to provide the services stated herein. 1.2. Escalation: Customer will provide Computer Solutions with Customer's escalation procedure as well as names and multiple methods of contact for Customer personnel including office, cell phone numbers, and email addresses to be used in the event that Computer Solutions requires support or escalation beyond the capabilities of Customer's primary Point of Contact. 1.3. Point of Contact: Customer will establish business and technical Points of Contact to whom Computer Solutions may address all correspondence regarding this Letter of Engagement and associated Computer Solutions services. The technical Point of Contact must be familiar with all aspects of Customer's information technology environment. The business and technical Point of Contact will: (1) have the authority to act on behalf of Customer for all matters related to this Letter of Engagement; (2) assist Computer Solutions in the scheduling of services; (3) assist Computer Solutions in evaluating issues and executing diagnostic tests or other procedures as needed for problem resolution; and (4) attend all meetings and provide signatures as requested by Computer Solutions. 1.4. Current State Documentation: Customer will provide Computer Solutions with documentation regarding the current state of Customer's environment as required. 1.5. Environment Stability: Customer will ensure Customer's environment is properly staged and prepared throughout this project. Computer Solutions is not responsible for preexisting conditions within Customer's environment that affect the delivery of Computer Solutions services. Computer Solutions is not responsible for pre-existing conditions or failure of Customer's equipment. 1.6. Environment Changes: Customer will notify and consult Computer Solutions prior to initiating changes to Customer's IT environment or implementing 3'd party vendor changes that affect the delivery of Computer Solutions services as stated herein. Computer Solutions will review the proposed changes and inform Customer if said changes will impact Computer Solutions' ability to service this Letter of Engagement. Should Computer Solutions determine that said changes will impact Computer Solutions services and Customer opts to perform said changes through any means, Computer Solutions will not be held liable for any services failures or disruptions. If Computer Solutions' labor is required to correct said disruptions, Customer will be charged the appropriate time and materials hourly rates associated with remediation. 1.7. Data Backup: Customer will take necessary precautions to secure and backup sensitive data prior to the start of services. In the event that data loss occurs, Computer Solutions will not be held liable. Data loss includes but is not limited to corrupt, inaccurate, lost, and damaged data or unrecoverable media errors. Computer Solutions is not responsible for the changing or rotation of Customer's backup tapes. $12015 Computer Solutions. All rights reserved. Proprietary and confidential Client Initial City of Corpus Christi Letter of Engagement. Core Network Upgrades — vI 0 Page 5 1.s. 3ra Party Vendors: Customer will provide 3rd party vendor contacts, contract terms, and a Letter of Agency as needed if the 3rd party service or product may impact Computer Solutions' ability to service this Letter of Engagement. Computer Solutions will not be held responsible for the performance of 3' party vendors or associated products. Customer is responsible for assisting Computer Solutions with scheduling, performing, or facilitating services with 3' party vendors. 2. Project Scope: Services not detailed by this Letter of Engagement are considered out of scope. 2.1. Project Change Requests: For any project changes, Customer and/or Computer Solutions must request a Project Change Request (PCR). The PCR will identify changes to the project schedule, tasks, staffing, and/or pricing. Services requiring a PCR will not be performed prior to the approval of said PCR by Customer and Computer Solutions. 3. Project Delays: Computer Solutions is not responsible for project delays related to Customer's documentation approval process or Customer's personnel availability. Customer may be subject to additional fees for any Customer induced delays. 3.1. Product Delays: Computer Solutions is not responsible for project delays concerning product sourcing, delivery, and/or availability from the manufacturer. In the event that product sourcing affects the project, Computer Solutions will make reasonable efforts to find an alternative method for acquiring product. Any product delays will be communicated to Customer as necessary. 4. As -Built Documentation Acceptance: After the delivery of project documentation, Customer has five (5) business days to approve or reject said documentation. If Customer does not provide a written explanation of rejection during this timeframe, Computer Solutions will consider the documentation as accepted and the project closed. s. Service Hours: All services will be scheduled and performed during Computer Solutions' business hours of Monday through Friday, 8:00 a.m. to 5:00 p.m. CST. Services outside these hours must be scheduled at least 24 hours in advance of performing said services. If the project requires services outside of these hours, Computer Solutions will work with Customer to schedule such services. 5.1. Unscheduled Work: If Customer requests Computer Solutions to perform work that is not scheduled at least 24 hours in advance of performing said work, Customer will be charged at current after-hours rates. These rates do not apply when Computer Solutions requests the option to perform unscheduled services for convenience purposes. 5.2. Rescheduling: If Customer does not inform Computer Solutions at least 24 hours in advance of rescheduling services, Computer Solutions reserves the right to charge cancellation fees. 6. Travel: For travel outside the San Antonio metropolitan area, Customer will be charged for travel charges incurred by Computer Solutions. Travel fees may include but are not limited to reasonable airfare, rental car, lodging, meals, mileage, and travel time to Customer's site. 6.1. DIR Travel: For Texas Department of Information Resources (DIR), Customer will not be charged travel time. 7. Start Date: Services will begin at a later date as agreed upon between Customer and Computer Solutions. 8. Payment: Payment terms shall be in accordance with the terms of the Master Services Agreement (MSA) between Customer and Computer Solutions. 2015 Computer Solutions. All rights reserved. Proprietary and confidentia. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 6 9. Taxes: Pricing does not reflect applicable sales taxes and are the responsibility of Customer. 10. Termination: Termination conditions shall be in accordance with the terms of the Master Services Agreement between Customer and Computer Solutions. 11. Computer Solutions Commitment: For a period of thirty (30) days, following project completion, Computer Solutions warrants the performance of Computer Solutions' professional services. 12. Finality: This Letter of Engagement is final and no other written or verbal agreements are binding. 13. Validity: The terms and pricing of this Letter of Engagement are valid for thirty (30) days from the date of delivery of this Letter of Engagement to Customer. 14. Confidentiality: This Letter of Engagement contains privileged information that is critical to the success of Computer Solutions. Customer agrees to maintain the confidentiality of this document at all times, except as may be disclosed pursuant to public notice, a public information request, and as required by Texas Law. 15. Managed Services: if Customer is currently supported by Computer Solutions' NetWatch Managed Services, Customer is eligible for Preferred Billing Rates for this Letter of Engagement. Any design, planning, and execution of services performed within the scope of this Letter of Engagement may not be applied towards any existing NetWatch Managed Services Agreements. Once complete, management of the solution may be added to the current NetWatch Managed Services Agreement and supported by the Computer Solutions Support Operations Center (SOC). Inclusion of the solution under NetWatch Managed Services may be subject to additional fees. 16. Equal Opportunity: "This contractor and all covered subcontractors shall abide by the requirements of 41 CFR }) 60-1.4(a), 29 CFR Part 741, Appendix A to Subpart A, 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability." 0 2015 Computer So utions. All rights reserved Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades - vi, 0 Page 7 Pricing and Project Summary 1. Fixed Bid: This is a fixed bid engagement. Customer will be billed only for expenses incurred. 2. Assigned Resource: Project Manager, Senior Engineer 3. Estimated Project Duration: One (1) week 4. Estimated Project Total: $17,256.25 5. Estimated Travel Expenses: $808.00 6. DIR Agreement: DI R -TSO -2542 Acceptance By signing below, Customer accepts this Letter of Engagement in its entirety and recognizes its finality. Customer accepts all terms and acknowledges the incorporation of this Letter of Engagement into the Master Services Agreement between Customer and Computer Solutions. Customer also authorizes Computer Solutions to commence services and to begin the procurement of both product and resources. Computer Solutions City of Corpus Christi Signature: �~ Signature: Name: Jeff Byrom Name: Title: Account Executive Title: Date: 8-18-2015 Date: Quote/CNET: P.O. (if required): Ap o ed as to form: Assis t City Attorney For City Attorney it 2015 Computer Solutions All rights reserved. Proprietary and confidential, Client Initial DIR Agreement# DIR-T50-2542 corn Etr, Solublons BUSINESS. TECHNOLOGY. INNOVATION. To: David Trevino / Dan Shelton City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401 Phone: 361-826-3754 dtrevino@cctexas.com dans@cctexas.com Deportment of Information Resources From: Jeff Byrom Account Executive Computer Solutions 814 Arion Parkway, Suite 101 San Antonio, TX 78216 Phone: 361-548-5926 Email: jbyrom@comsoltx.com City of Corpus Christi - Network Upgrades Component Product Description Unit List Discounted Extended Qty Price Unit -Price: Price: Network Hardware & Software Components City Hall Core Firewalls Wireless Core Firewall ASA5545-FPWR-BUN ASA5545-F P W R -K9 CON-SNT-A45FPK9 SF-FP5.3.1-K9 ASA -AC -E-5545 ASA5545-CTRL-LIC ASA -RAILS SF -ASA -X -9.2.2-K8 ASA -AC -M-5545 CAB -AC ASA-VPN-CLNT-K9 ASA5500-ENCR-K9 ASA-PWR-AC ASA-PWR-B LAN K ASA-ANYCO N N -CSD -K9 ASA5500X-SSD120INC ASA5545-MB L-ASA5545-TAMC= L-ASA5545-TAMC-5Y ASA5545-F P W R -K9 CON-SNT-A45FPK9 SF-FP5.3.1-K9 ASA -AC -E-5545 ASA5545-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5545 CAB -AC ASA-VPN-CLNT-K9 ASA-PWR-AC ASA-PWR-B LAN K ASA-ANYCO N N -CSD -K9 ASA5545-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC ASA 5545-X with FirePOWER Svcs. Chassis and Subs. Bundle ASA 5545-X with FirePOWER Services 8GE AC 3DES/AES 2SSD SMARTNET 8X5XNBD ASA 5545-X with FirePOWER Services, 8GE, Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5545-X (2500 Users) Cisco ASA5545 Control License ASA 5512-X -- ASA 5555-X Rail Kit ASA 9.2.2 Software image for ASA 5500-X Series,5585-X,ASA-SM AnyConnect Mobile - ASA 5545-X (req. Essentials or Premium) AC Power Cord (North America), C13, NEMA 5-15P, 2.1m Cisco VPN Client Software (Windows, Solaris, Linux, Mac) ASA 5500 Strong Encryption License (3DES/AES) ASA 5545 -X/5555 -X AC Power Supply ASA 5545 -X/5555 -X Power Slot Blank Cover ASA 5500 AnyConnect Client + Cisco Security Desktop Software ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) ^ASA 5545 IPS Part Number with which PCB Serial is associated Cisco ASA5545 FirePOWER IPS Apps AMP and URL Licenses Cisco ASA5545 FirePOWER IPS, AMP and URL SYR Subs ASA 5545-X with FirePOWER Services 8GE AC 3DES/AES 2SSD SMARTNET 8X5XNBD ASA 5545-X with FirePOWER Services 8GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5545-X (2500 Users) Cisco ASA5545 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5545-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5545 -X/5555 -X AC Power Supply ASA 5545 -X/5555 -X Power Slot Blank Cover ASA 5500 AnyConnect Client + Cisco Security Desktop Software "ASA 5545 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. 1 - 2 18,595.00 8,367.75 16,735.50 10 2,303.00 1,842.40 18,424.00 2 - 2 350.00 157.50 315.00 2 - 2 500.00 225.00 450.00 2 - 2 350.00 157.50 315.00 2 - 2 - 2 - 2 - 2 - 2 - 4 - 2 - 1 - 1 45,030.00 20,263.50 20,263.50 1 5 1 1 1 1 1 1 1 1 1 1 1 1 2 18,595.00 8,367.75 8,367.75 2,303.00 1,842.40 9,212.00 350.00 157.50 157.50 350.00 157.50 157.50 Police Department Firewall Library System Firewall ASA5525-FPWR-K9 CON-SNT-A25FPK9 SF-FP5.3.1-K9 ASA -AC -E-5525 ASA5525-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5525 CAB -AC ASA-VPN-CLNT-K9 ASA-ANYCO N N -CSD -K9 ASA5525-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC ASA5515-FPWR-K9 CON-SNT-A15FPK9 SF-FP5.3.1-K9 ASA -AC -E-5515 ASA5515-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5515 CAB -AC ASA-VPN-CLNT-K9 ASA-ANYCO N N -CSD -K9 ASA5515-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC Firewall Mgmt. FS-VMW-10-SW-K9 Application CON-SAU-VMWSW10 City Hall Access Switches WS -C3850 -48F -S CAB -TA -NA C3850 -NM -2-10G S3850ULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC WS -C3850 -48F -S CAB -TA -NA PWR-C1-1100WAC/2 S385OULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC WS -C3850 -48F -S CAB -TA -NA PWR-C1-1100WAC/2 C3850 -NM -2-10G S385OULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC ASA 5525-X with FirePOWER Services 8GE AC 3DES/AES SSD SMARTNET 8X5XNBD ASA 5525-X with FirePOWER Services 8GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5525-X (750 Users) Cisco ASA5525 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5525-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5500 AnyConnect Client + Cisco Security Desktop Software ^ASA 5525 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) ASA 5515-X with FirePOWER Services 6GE AC 3DES/AES SSD SMARTNET 8X5XNBD ASA 5515-X with FirePOWER Services 6GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5515-X (250 Users) Cisco ASA5515 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5515-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5500 AnyConnect Client + Cisco Security Desktop Software ^ASA 5515 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) Cisco FireSIGHT Management Center (VMWare) for 10 devices SW APP SUPP + UPGR Cisco FireSIGHT Mana Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable Cisco Catalyst 3850 2 x 10GE Network Module CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable 1100W AC Config 1 Secondary Power Supply CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable 1100W AC Config 1 Secondary Power Supply Cisco Catalyst 3850 2 x 10GE Network Module CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. 1 5 1 1 1 1 1 1 1 1 1 1 1 1 5 1 1 1 1 1 1 1 1 1 1 1 9,295.00 4,182.75 4,182.75 1,151.00 920.80 4,604.00 250.00 112.50 112.50 250.00 112.50 112.50 5,295.00 2,382.75 671.00 536.80 150.00 150.00 1 2,000.00 5 400.00 14,000.00 2,500.00 6 6 6 6 6 6 6 2 4 2 2 2 2 2 2 4 2 2 2 2 2 2 14,000.00 1,500.00 14,000.00 1,500.00 2,500.00 2,382.75 2,684.00 67.50 67.50 67.50 67.50 900.00 900.00 320.00 1,600.00 7,700.00 46,200.00 1,375.00 8,250.00 7,700.00 15,400.00 825.00 1,650.00 7,700.00 15,400.00 825.00 1,650.00 1,375.00 2,750.00 City Hall Dist. Switch WS-C4500X-32SFP+ CON-SNT-C45X32SF C4KX-PWR-750AC-R C4KX-PWR-750AC-R/2 C4KX-NM-BLANK CAB-US515-C15-US S45XUK9-37E C4500X-IP-ES Catalyst 4500-X 32 Port 10G IP Base Front -to -Back No P/S SMARTNET 8X5XNBD Catalyst 4500-X 32 Port 10G IP Base Fro Catalyst 4500X 750W AC front to back cooling power supply Catalyst 4500X 750W AC front to back cooling 2nd PWR supply Catalyst 4500X Network Module Blank NEMA 5-15 to IEC -C15 8ft US CAT4500-X Universal Crypto Image IP Base to Ent. Services license for 32 Port Catalyst 4500-X 1 5 1 1 1 2 1 1 28,000.00 15, 400.00 15, 400.00 1,800.00 1,440.00 7,200.00 2,000.00 1,100.00 1,100.00 2,000.00 1,100.00 1,100.00 8,000.00 4,400.00 4,400.00 Computer Solutions Professional Service COMSOL PROF SERV Computer Solutions Professional Services Integration **Please see attached LOE (SOW) for services details. 1 18,064.25 Grand Total: $ 229,675.50 © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 15, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 THRU: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 FROM: Jeffrey Edmonds, P.E., Director, Capital Programs jeffreye@cctexas.com (361) 826-3851 Amendment No. 3 to Information Technology Contract Project Management Software CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 3 to the Information Technology Contract LMR Consulting aka Upland Software dba EPM Live from Carlsbad, CA in the amount of $102,274.40, for a re -stated fee of $227,399.60 for the implementation of Project Management Software. PURPOSE: The purpose of this Agenda Item is to execute an amendment for Professional Information Technologies Services with LMR Consulting aka Upland Software dba EPM Live for 2015 Full User and Team Member software licenses, support services, creation of automated reporting capabilities, and general upgrades to the current Project Management Software for the Capital Programs (CP) department. BACKGROUND AND FINDINGS: The EMP Live software is an essential tool for the Project Management by Engineering Services for over 300 projects in planning, design, construction and warranty that have a total value in excess of $350 Million. This software was initially setup and installed in 2014 with subsequent training, data entry, and analysis. This amendment provides for upgrades to enhance the software management tools by providing additional reports, computer financial interface, document controls and other elements to improve the functionality and accountability for the department. The software will now be inclusive of construction activities such as Daily Activity Reports and construction contract information. This amendment includes also the software licensing for all Capital Programs Department team members to continue accessing/using the upgrades and site. This program provides Capital Programs Quality Assurance to gather and report metrics at the program- and project -level for Leadership review (e.g., Issues, Risks, non-performing projects, areas of concern, consultant/contractor performance, etc.). This amendment also covers an Electronic Document Signing and Tracking capability within the Project Management Site improving the process from hand -carrying to electronic. ALTERNATIVES: 1. Approve the amendment for continued licensing and reporting upgrades to the Information Technologies Services contract with LMR Consulting aka Upland Software dba EPM Live. 2. Do not approve amendment for continued licensing and reporting upgrades to the Information Technologies Services contract with LMR Consulting aka Upland Software dba EPM Live. (Not Recommended) OTHER CONSIDERATIONS: It is anticipated that the Project Management Site has the capability to generate the Capital Programs Improvement Budget and Planning Guide (CIP Book) annually. There is a planned test scheduled for July of 2016. This software has the capability to create workflows for electronic document approval and tracking to replace current hard -copy approvals. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: MIS Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Capital Programs Operating $102,274.40 $102,274.40 Encumbered/Expended Amount This item $102,274.40 $102,274.40 Future Anticipated Expenditures BALANCE $0.00 $0.00 Fund(s): Engineering Operating Fund RECOMMENDATION: City Staff recommends the approval of the amendment with LMR Consulting aka Upland Software dba EPM Live to continue use of the program and enhance the programs' reporting capabilities. LIST OF SUPPORTING DOCUMENTS: Project Budget Presentation Amendment No. 3 PROJECT BUDGET Project Management Software PROJECT FUNDS AVAILABLE: Capital Programs Operating Fund FY 2013-2014 $ 109,125.20 Capital Programs Operating Fund FY 2014-2015 118,274.40 TOTAL 227,399.60 FUNDS REQUIRED: Upland Software dba EPM Live* Upland Software dba EPM Live Amendment No. 3 THIS ITEM 125,125.20 102,274.40 TOTAL $ 227,399.60 ESTIMATED PROJECT BUDGET BALANCE $0.00 * Amendment No. 1 approved by Council Action, Ordinance No. 030078 on February 11, 2014 AMENDMENT NO. 3 TO IT AGREEMENT For PROFESSIONAL SERVICES This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation, "CITY", acting through its duly authorized City Manager or designee ("City Engineer"), and Upland Software aka LMR Consulting dba EPM Live of Carlsbad, CA, ("CONSULTANT"), which agree as follows: Original Contract $49,000.20 Administrative Approval December 21,2013 Amendment No. 1 $60,125.00 Ordinance No. 030078 February 11, 2014 Amendment No. 2 $16,000.00 Administrative Approval April 30, 2015 1. DECLARATIONS. "CITY" desires to engage "CONSULTANT" to provide services in connection with City's project, described as follows: Project Management Software (E13126) "Project". 2. SCOPE OF WORK. "CONSULTANT" shall provide services for the PROJECT in accordance with the accompanying Letters, Scope of Services, and Fee attached as "Exhibit A". Invoices to be submitted in accordance with Exhibit "C". 3. FEE. The "CITY" agrees to pay the "CONSULTANT" for services provided in accordance with Exhibit "A", Scope of Services, and Fee under this AGREEMENT, a total fee not to exceed $102,274.40 (in figures), (One Hundred Two Thousand Two Hundred Seventy Four Dollars and Forty Cents) (in words) for a total revised fee not to exceed $227,399.60 (in figures), (Two Hundred Twenty Seven Thousand Three Hundred Ninety Nine Dollars and Sixty Cents) (in words). 4. INDEMNIFICATION AND HOLD HARMLESS. The "CONSULTANT" agrees to indemnify, save harmless and defend the "CITY", and it's agents, servants, and employees as more fully set forth in "Exhibit A, Terms and Conditions, 5.05 - Indemnification". 5. OWNERSHIP OF DOCUMENTS. All documents including contract documents (plans and specifications), record drawings, contractor's field data and submittal data will be the sole property of the City and may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the A/E may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI UPLAND SOFTWARE / LMR CONSULTING DBA EPM LIVE J.H. Edmonds, P.E. Director of Capital Programs 9/4/2015 (Date) C aig clnnis (Date) SV nd General Manager - EPM Live and Eclipse 2382 Faraday, Suite 200 Carlsbad, CA 92008 (416) 385-0774 # 222 Office (416) 457-3765 Mobile cmacinnis@uplandsoftware.com C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX APPROVED Office of Mgmt and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) ATTEST Rebecca Huerta, City Secretary (Date) Fund Name Accounting Unit Account Activity No. Amount No. Capital Programs Operating 5310-11150-011 550050 $102,274.40 Total $102,274.40 C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX AMENDMENT NO. 3 TO IT AGREEMENT For PROFESSIONAL SERVICES This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation, "CITY", acting through its duly authorized City Manager or designee ("City Engineer"), and Upland Software aka LMR Consulting dba EPM Live of Carlsbad, CA, ("CONSULTANT"), which agree as follows: Original Contract $49,000.20 Administrative Approval December 21,2013 Amendment No. 1 $60,125.00 Ordinance No. 030078 February 11, 2014 Amendment No. 2 $16,000.00 Administrative Approval April 30, 2015 1. DECLARATIONS. "CITY" desires to engage "CONSULTANT" to provide services in connection with City's project, described as follows: Project Management Software (E13126) "Project". 2. SCOPE OF WORK. "CONSULTANT" shall provide services for the PROJECT in accordance with the accompanying Letters, Scope of Services, and Fee attached as "Exhibit A". Invoices to be submitted in accordance with Exhibit "C". 3. FEE. The "CITY" agrees to pay the "CONSULTANT" for services provided in accordance with Exhibit "A", Scope of Services, and Fee under this AGREEMENT, a total fee not to exceed $102,274.40 (in figures), (One Hundred Two Thousand Two Hundred Seventy Four Dollars and Forty Cents) (in words) for a total revised fee not to exceed $227,399.60 (in figures), (Two Hundred Twenty Seven Thousand Three Hundred Ninety Nine Dollars and Sixty Cents) (in words). 4. INDEMNIFICATION AND HOLD HARMLESS. The "CONSULTANT" agrees to indemnify, save harmless and defend the "CITY", and it's agents, servants, and employees as more fully set forth in "Exhibit A, Terms and Conditions, 5.05 - Indemnification". 5. OWNERSHIP OF DOCUMENTS. All documents including contract documents (plans and specifications), record drawings, contractor's field data and submittal data will be the sole property of the City and may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the NE may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI UPLAND SOFTWARE / LMR CONSULTING DBA EPM LIVE J.H. Edmonds, P.E. Director of Capital Programs 9/4/2015 (Date) C aig clnnis (Date) S nd General Manager - EPM Live and Eclipse 2382 Faraday, Suite 200 Carlsbad, CA 92008 (416) 385-0774 # 222 Office (416) 457-3765 Mobile cmacinnis@uplandsoftware.com C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX APPROVED Office of Mgmt and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) ATTEST Rebecca Huerta, City Secretary (Date) Fund Name Accounting Unit Account Activity No. Amount No. Capital Programs Operating 5310-11150-011 550050 $102,274.40 Total $102,274.40 C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX August 28th, 2015 Vicki Marsden City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 361.826.3564 VickiM@cctexas.com EPM Live a, upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 This express agreement is for services related to the EPM Live IT Support Services and Training Services at City of Corpus Christi. The following table represents the services that will be provided: Fees and Payment Terms: Requested Services Units\ Hrs Unit\ Hrly Rate Cost Consulting and IT Support Services • Support Services 40 $200.00 $8,000 Consulting and IT Support Services • Daily Action Report Creation Services 80 $200.00 $16,000 Consulting and IT Support Services • Director Level Reporting Upgrades 80 $200.00 $16,000 Consulting and IT Support Services • Project Manager Reporting Upgrades 60 $200.00 $12,000 Consulting and IT Support Services • Project Manager Training Services ** 4 days $2,500 $10,000 Consulting and IT Support Services • Electronic Signature Creation Services 15 $200.00 $3000 Total Cost $65,000 For questions or changes regarding this quote, please contact Kathleen Gesford, Customer Success Manager, at kgesford@uplandsoftware.com. The above rates are guaranteed for only 30 working days after the date of this document and are subject to change thereafter. **Travel and related expenses are not included in this estimate, and should they be required and approved, they will be invoiced at actual 1 1 Page www.epmlive.com EXHIBIT "A" Page 1 of 5 :• EPM dive by upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 cost as incurred. Should travel and related expenses be required, they will be submitted to City of Corpus Christi by EPM Live for prior approval. EPM Live will perform the services on a Time and Material basis, at an hourly rate of $200.00 per hour, to be invoiced monthly after the hours are spent. All fees are due and payable upon receipt of invoice. Invoices not paid within 30 days are subject to penalties and withdrawal of resources. EPM Live shall not perform any Services relating to this Agreement totaling more than the amount specified herein without written approval by City of Corpus Christi, through the Change Control process described below. Available Payment Terms: • Credit Card: We accept VISA, MasterCard, American Express and Discover. • Purchase Orders: Place order by faxing a signed copy of this quote along with Purchase Order # to 858.430.4894. Change Control: EPM Live considers change control to be a standard component of all engagements that we undertake. Change control includes changes to project scope and / or deliverables from the original project plan. Other project impacts, such as lost time due to emergencies, software errors in licensed software or unplanned absences of key personnel, can also effect the time required to complete the work and/or the quality of the deliverables. EPM Live has a formal change control process that uses a Change Order (CO) Express Services Agreement to document and authorize changes. Scope changes beyond the original services listed above will be presented first for authorization to estimate the impact (i.e., deliverables / schedule / cost) and then to authorize the agreed upon scope change along with the associated schedule and cost adjustment. Project impacts due to lost time or unavailability of key resources that may impact the project scope, schedule or deliverables will be documented for decision(s) when changes to original time/cost estimates may be warranted. A City of Corpus Christi signature is required on all CO Express Services Agreements. If a decision is made to approve a change, a definitive time/cost estimate will be determined and the project scope and timeline will be adjusted. Authorization: By signing herewith, City of Corpus Christi agrees to the terms and conditions as set forth in this agreement and fully authorizes EPM Live to invoice City of Corpus Christi as agreed above, not to exceed $65,000.00 for the consulting support services and training services plus any travel or other related expenses, unless first authorized in writing by City of Corpus Christi. 2 I Page www.epmlive.com EXHIBIT "A" Page 2of5 Company: City of Corpus Christi :• EPMLive b upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 Authorizing Signature Date PO Number Print Name and Title Phone Number Billing Address City State Zip Country Please email this page with proper authorization to: Kathleen Gesford at kgesford@uplandsoftware.com 3 1 Page www.epmlive.com 866.391.3700 EXHIBIT "A" Page 3 of 5 EPML1ve 'i upland 2382 Faraday, Suite 200, Carlsbad, CA92008 Phone(866)391-3700 Fax(858)430-4894 EPM Live Software Renewal Quote EPM Live Enterprise Edition (Software as a Service — Dedicated Environment Subscription Renewal) Year 2 of 3 Vicki Marsden City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 361.826.3564 VickiM@cctexas.com July 29th, 2015 Fees and Payment Terms: Order Terms Subscription Fees (months)* Qty. Unit Cost Total EPM Live Enterprise Edition Users - Full User- Dedicated 12 42 $ 56.10 $ 28,274.40 EPM Live Users - Team Member - Dedicated 12 50 $ 15.00 $ 9,000.00 (1/31/2015 to 1/30/2016) -Subscription Fees include EPM Live CusromerSuccess Program Subscription Fees Subtotal $ 37,274.40 Subscription Fees Total $ 37,274.40 Services and Support Fees Qty. Unit Cost Total EPM Live Customer Success Program (Exhibit A) 1 included included Upland UniversitySubscription (1year) Premier Help Desk Support Subscription (1 year) Services and Support Fees Total $ - Total Subscription Fees Total (1 -year) $ 37,274.40 Services and Support Fees Total (One-time) $ - Total Cost (1 -year) $ 37,274.40 Total Cost (1 -year) $ 37,274.40 *This renewal represents Year 2 of 3 of the existing 3 -year contract. For questions or changes regarding this quote, please contact Kathleen Gesford, Customer Success Manager, at kgesford@uplandsoftware.com. Pricing is valid for 30 days from the date of this quotation. City of Corpus Christi will be invoiced upfront for all Software as a Service Subscription and EPM Live CustomerSuccess Program Fees. All fees are due and payable upon receipt of invoice. Invoices not paid within 30 days are subject to penalties and withdrawal of resources. 11 Page www.epmlive.com EXHIBIT "A" Pa•e4of5 '+ EPMLive Upland nd 2382 Faraday, Suite 200, Carlsbad, CA92008 Phone (866) 391-3700 Fax(858)430-4894 Authorization: The pricing and otherterms as specified within this document are valid for 30 days from the date of this quotation. Pricing and terms after that time are subject to increases and changes, respectively. By signing below, City of Corpus Christi agrees to the terms within this Software as a Service Quote. Organization: City of Corpus Christi Authorizing Signature Date PO Number Print Name and Title Phone Number Billing Address City State Zip Country Please email this page with proper authorization to: Kathleen Gesford at kgesfordna uplandsoftware.com 21 Page www.epmlive.com 866.391.3700 EXHIBIT "A" Page 5 of 5 EXHIBIT "B" INSURANCE REQUIREMENTS I. VENDOR'S LIABILITY INSURANCE A. Vendor shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Vendor shall furnish to the Risk Manager or designee two (2) copies' of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates or by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate Commercial General Liability including: 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors $500,000 Per Occurrence BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned $100,000 Combined Single Limit WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation And Paragraph II Of This Exhibit. All states endorsement is required if company is not domiciled in Texas $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Vendor shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Vendor must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and EXHIBIT "B" Page 1 of 3 endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. All States endorsement is required if company not domiciled in the State of Texas. B. Vendor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Vendor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Vendor shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Vendor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. Vendor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected . representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage. Vendor provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Vendor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Vendor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City EXHIBIT "B" Page 2 of 3 shall have the right to order Vendor to discontinue sales/work hereunder, until Vendor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Vendor may be held responsible for payments of damages to persons or property resulting from Vendor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Vendor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2013 Engineering Dept. Purchase and Installation of Software — ins. reqs. 12/19/2013 ds Risk Management EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07127/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Com tete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3000 23% SUPPLIER NUMBER 9 TO BE ASSIGNED BY CITY .r PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is reverse side for FilingRequirements, Certifications and not applicable, answer with STA . See eq definitions. COMPANY NAME: Ue, VfL./nP P. O. BOX: STREET ADDRESS: a3igz t�-oAyS��e 0.0-0 CITY: cRe.tS(3Yt'D CZIP: qlof FIRM IS: 1. Corporation 4. Association 2. Partnership 3. Sole Owner D 5. Other ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of thispage or attach separate sheet. "of Corpus hristi havingan "ownership interest" 1. State .the names of each employee of the CityrP �� constituting 3% or more of the ownership in the above named firm. Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action or a substantial segment thereof, you shall disclose that fact will have on members of the public in generalgm in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be prompt/submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: .%sf-r1J MeYat. (Type or Print) Signature of Certifying Person: Title: O FIC E .✓ ms7s^ Date: 914C— DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either 011 a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Corpus Chr sti Capital Programs Project Management Software - E P M Live Council Presentation September 29, 2015 Existing Project Management Software Corpus Christi Capital Programs ➢ EPM Live - Online Project Management Tool ✓ Handles: • Complex project schedules • Planned budgets • Actual costs • Project prioritization • Document workspaces for project -related files ✓ Allows: • traditional & customized Project Management tools/reporting • streamlined data base management • reporting & project progress accountability ✓ Installed and operational in 2014 w/ 300+ projects loaded ✓ Total project value > $350 Million ➢ Amendment 3 allows Capital Programs to expand and refine these tools to further improve the department's resource allocations Next Steps Corpus Chr sti Capital Programs lir EXISTING SOFTWARE: AMENDMENT 3: ➢ December 2013 - Purchased Software and started design of SharePoint site ➢ Upgrade Software Management Tools V Director and Project Manager ➢ February 2014 - Amendment 1: Reports Building, Testing, Licenses and set-up ✓ Field Inspector Reports ➢ Yearly Subscription User Licenses V Electronic Signature Services ➢ May 2014 — Deployed site, commenced ➢ Consulting/IT Support Services Data Migration of project files, set-up V Staff Training project schedules and budgets for 300+ projects ➢ Yearly Subscription User Licenses ✓ 50 Team Member Licenses ➢ April 15, 2015 — Amendment 2: V 42 Full User Licenses Financial integration between EMP and INFOR AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: Ronald L. Olson, City Manager September 8, 2015 THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Mark Van Vleck, P.E., Executive Director, Utilities MarkVV@cctexas.com (361) 826-1874 Engineering Contract Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. PURPOSE: The purpose of this agenda item is to obtain authority to execute an engineering contract for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements. BACKGROUND AND FINDINGS: The Greenwood Wastewater Treatment Plant (WWTP) was originally constructed in 1959, and upgraded in 1988 and 2000. The 2000 upgrades included increasing capacity from 6 MGD to 8 MGD and upgrades to the Odor Control facility with a mineral media new bio -filter unit. This type of major equipment typically requires upgrade/rework every 15-20 years to ensure efficiency and effectiveness to control emissions and odor control, and compliance with Texas Commission on Environmental Quality (TCEQ). Accordingly, staff is proposing to implement such upgrades. This contract, Amendment No. 1, will authorize Coym, Rehmet, and Gutierrez (CRG) to provide engineering services to complete the preparation of the construction documents necessary for the upgrades at the Greenwood WWTP for the emission and odor control system. CRG was awarded an initial contract on June 25, 2013, to investigate the problems associated with the Greenwood WWTP emissions and odor control and provide problem -solving recommendations. Based on their investigation and findings, CRG proposes to build a 4,000 cubic feet per minute (cfm) air capture rate trickling bio -filter system serving the influent lift station, bar screen flume and grit chambers, and the existing blowers will be removed and the existing duct work will be modified and utilized to direct the foul air to the new trickling bio -filter. Coym, Rehmet & Gutierrez Engineering, L.P was selected through RFQ No. 2011-05 dated November 14, 2011. Selection was based upon qualifications and consistent with the RFQ criteria. ALTERNATIVES: 1. Authorize the execution of the engineering contract. 2. Do not authorize the execution of the engineering contract. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $96,400.00 $2,108,400.00 $2,204,800.00 Encumbered / Expended Amount $96,400.00 $96,400.00 This Item $89,942.00 $89,942.00 Future Anticipated Expenditures This Project $997,929.00 $997,929.00 BALANCE $0.00 $1,020,529.00 $1,020,529.00 Fund(s): Water CIP #22 Comments: The amendment will result in the expenditure of an amount not to exceed $89,942. RECOMMENDATION: City Staff recommends approval of Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET Greenwood Wastewater Treatment Plant Emission & Odor Control Improvements FUNDS AVAILABLE: Wastewater CIP $2,204,800 FUNDS REQUIRED: Construction Estimate (Contractor TBD) $850,000 Contingencies (10%) $85,000 Engineer: Engineer Preliminary Phase (Coym, Rehmet & Gutierrez Engineering, L.P.) $85,954 Engineer Design, Bid, & Construction Phase (Coym, Rehmet & Gutierrez Engineering, LP.)$89,942 Construction Materials Testing (Estimate) $20,000 Construction Observation (Estimate) $25,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $6,375 Engineering Services (Project Mgmt/Construction Mgmt) $17,000 Misc $5,000 TOTAL $1,184,271 PROJECT BUDGET BALANCE $1,020,529 Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 TO CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City", and COYM, REHMET & GUTIERREZ ENGINEERING, L.P., agree to the following amendments to the Contract for Engineering Services for Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements (Proiect No. E10047), as authorized and administratively amended by: Original Contract June 25, 2013 Motion No. M2013-104 $85,954.00 EXHIBIT "A", SECTION I. SCOPE OF SERVICES shall be amended as specified in in the attached Amendment No. 1 Exhibit "A". Exhibit "A", SECTION III. FEES shall be _amended and is attached as Amendment No. 1 Exhibit "A" for a revised fee not to exceed $89,942.00 (Eighty -Nine Thousand Nine Hundred Forty -Two Dollars and Zero Cents), for a total restated fee not to exceed $175,896.00 (One Hundred Seventy -Five Thousand Eight Hundred Ninety -Six Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with the attached Exhibit "B". All other terms and conditions of the June 25, 2013 contract between the City and Engineer, and any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI COYM, REHMET & GUTIERREZ ENGINEERING, L.P. 9/8// J.H. Edmonds, P.E. Date Don Rehmet, P.E.,R. P. L. S. Date Director of Capital Programs rincipal 5656 S. Staples Street, Suite 230 Corpus Christi, TX 78411 RECOMMENDED (361) 991-8550 Office (361) 993-7569 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management and Budget Date ATTEST Rebecca Huerta, City Secretary Project No: E10047 Accounting Unit: 4249-064 Account: 550950 Activity: E10047014249EXP Account Category: 50950 Fund Name: Wastewater 2012B RVBD AMEND. NO. 1 Page 1 of 1 K:IENGINEERtNG DATAEXCHANGE JENNIFERIWASTEWATERIE10047 GREENWOOD WWTP EMMISSIONS ODOR CONTROLWMEND. NO. 11CONTRACTICONTRACT.DOC coym,Rehmet iGutierrez Engineenng, L.P. ENGINEERS • PLANNERS • SURVEYORS TBPE Firm Reg. No. F-388 TBPLS Firm Reg. No. 10104001 August 11, 2015 Mr. Jeff Edmonds, P.E. Director of Capital Projects Dept. of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Mr. Edmonds, 56565. STAPLES, SUITE 230 CORPUS f:HRUSU, TX 78411. 36140918550 FAX2610834869 1220 N. TEXAS BLVD., SUITE 4 AIME. TX78332 581.6846821. FAX:361,6640559 Via Email RE: Contract Amendment No. 1 Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements City of Corpus Christi Project No. E10047 CRG Project No. 20593c This correspondence constitutes our proposal for Amendment No. 1 to the referenced contract. This Amendment is to perform Design Phase, Bid Phase and Construction Phase Services as well as Additional Services required to complete the project. The Contract for Professional Services approved by the City Council on June 25, 2013 (Motion No. M2013-104) included solely Preliminary Phase services with the remaining Basic and Additional Services to be addressed upon completion of the Preliminary Phase investigation. The Preliminary Phase investigation clearly defined the problem, solution and final scope of the project. As delineated in the approved Preliminary Engineering Letter Report the project scope includes, but is not limited to, construction of a 4,000 cubic feet per minute (cfm) air capture rate trickling biofilter system serving the influent lift station, bar screens flume and grit chambers. The existing blowers will be removed and existing duct work will be modified and utilized to direct the foul air to the new trickling biofilter. The total amount of this Amendment is $89,942.00 as shown on the breakdown on Attachment "A". Attachment "A-1" lists is the specific engineering tasks for the project. The manhour and fee analysis for this amendment is shown in Attachment "B". AMEND. NO. 1 EXHIBIT "A" Page 1 of 9 Mr. Jeff Edmonds, P.E. Amendment No. 1 August 11, 2015 If you have any questions or require any additional information, please give me a call at 361-991-8550 or email me at donr@creei.com. Very truly yours, COYM, REHMET & GUTIERREZ ENGINEERING, L.P. s AY' 4/4 P. Don Rehmet, P.E., R.P.L.S. cc: Daniel Deng, P.E. Attachments: Attachment "A" (1 page) Attachment "A-1" (4 pages) Attachment "B" (2 pages) AMEND. NO. 1 EXHIBIT "A" Page 2 of 9 ATTACHMENT "A" Greenwood Wastewater Treatment Plant Emissions/Odor Control Improvements (City Project No. E10047) Summary of Fees AMEND. NO. 1 EXHIBIT "A" Page 3 of 9 Original Contract AMD. NO. 1 Total BASIC SERVICES 1 Preliminary Phase $85,954.00 $0.00 $85,954.00 2 Design Phase $0.00 $59,751.00 $59,751.00 3 Bid Phase $0.00 $5,245.00 $5,245.00 4 Construction Phase $0.00 $15,361.00 $15,361.00 Subtotal Bask Services $85,954.00 $80,357.00 $166,311.00 ADDITIONAL SERVICES 1 Topographic Survey $0.00 $1,690.00 $1,690.00 2 Geotechnical Services $0.00 $3,590.00 $3,590.00 3 Start—Up Services $0.00 $3,705.00 $3,705.00 4 Warranty Phase $0.00 $600.00 $600.00 Subtotal Additional Services $0.00 $9,585.00 $9,585.00 Total Fee $85,954.00 $89,942.00 $175,896.00 Motion No. M2013-104 06/25/13 AMEND. NO. 1 EXHIBIT "A" Page 3 of 9 ATTACHMENT "A-1" City of Corpus Christi, Texas Greenwood Wastewater Treatment Plant Emissions/Odor Control Improvements City Project No. E10047 Coym, Rehmet & Gutierrez Engineering, L.P. (CRG) proposes to work in conjunction with sub -consultants James Joyce, P.E., odor control sub -consultant, Bath Engineering Corp., electrical engineers and Rock Engineering and Testing Laboratory, Inc., geotechnical consultant, to perform the following services: A. Design Phase. CRG will: a. Attend a design kickoff meeting with City Engineering Dept. and Utilities Dept. staffs to review the Final Engineering Letter Report. b. Implement Engineering Letter Report recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Utilities and Engineering Services staff. c. Prepare one (1) set of the construction bid and contract documents (electronic and full-size hard copies using City Standards as applicable), including contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one bid, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. d. Prepare final quantities and estimates of probable costs with the recommended construction schedule. The construction schedule will provide a phased approach to track progress and payments. e. Furnish one (1) set of the interim plans (60% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Show existing elevations resulting from topographic survey. Required with the interim plans is a "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements. f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Provide one (1) set of the pre final plans and bid documents (90% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non- responding participants. h. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre -final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. CRG and Sub -consultants shall submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission, and include signature of all disciplines including but not limited to structural, civil, mechanical, electrical, etc. I. Assimilate all final review comments (if any). AMEND. NO. 1 EXHIBIT "A" Page 4 of 9 j. Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and full-size hard copies using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. k. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re- use of modified plans. I. Prepare and submit monthly status reports with action items developed from monthly progress and review meetings. The City staff will: a. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b. Provide the budget for the Project specifying the funds available for the construction contract. c. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. B. Bid Phase. CRG will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacting the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of CRG) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. C. Construction Phase. CRG will: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Review field and laboratory tests. d. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e. Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. AMEND. NO. 1 EXHIBIT "A" Paae 5 of 9 This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. As applicable, review and assure compliance with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this Project. These manuals will be in a "multimedia format" suitable for viewing with Microsoft's Internet Explorer, version 3.0. As a minimum the Introduction, Table of Contents, and Index will be in HTML (HyperText Markup Language) format, with HyperText links to the other parts of the manual. The remainder of the manual can be scanned images or a mixture of scanned images and text. Use the common formats for scanned images (GIF, TIFF, JPEG, etc.). Confirm before delivery of the manuals that all scanned image formats are compatible with the image -viewing software available on the City's computer - Imaging for Win95 (Wang) and Microsoft Imaging Composer. Deliver the manuals on a CD-ROM, not on floppy disks. i. Review construction "red -line" drawings, prepare record drawings of the Project as constructed (from the "red -line" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings within two (2) months of final acceptance of the project. All drawings will be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. D. Additional Services (ALLOWANCE) This section defines the scope (and ALLOWANCE) for compensation for additional services that may be included as part of this contract, but CRG will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. CRG will, with written authorization by the Director of Engineering Services, do the following: 1. Topographic Survey. CRG will provide field surveys, as required for design including the necessary control points, coordinates and elevations of points. Establish base survey controls for Zine and elevation staking (not detailed setting of Tines and grades for specific structures or facilities). All work will be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition 1 specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. AMEND. NO. 1 EXHIBIT "A" Page 6 of 9 2. Geotechnical Services. Provide a subsurface investigation and laboratory testing program to provide foundation recommendations for the proposed biotrickling filter facility. 3. Start—Up Services. Provide on—site services and verification for all start—up procedures during actual start—up of the biotrickling facility and related appurtenances. 4. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one—year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. AMEND. NO. 1 EXHIBIT "A" Page 7 of 9 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 8 of 9 1 of 2 Coym, Rehmet & Gutierrez Engineering, L.P. TBPE Firm Reg. No. Gutierrez TBPLS Firm Reg. No. 101040-01 5656 S. Staples, Site 230 Corpus Christi, Texas 78411 Phone: 361-991-8550 Fax: 361-993-7569 Email: crg@crgei.com CONTRACT AMENDMENT NO. 1 ATTACHMENT "B" MANHOUR AND FEE ANALYSIS AND ODOR CONTROL IMPROVEMENTS ir-C J R� ,,-r. CLIENT: CITY OF CORPUS CHRISTI PROJECT: GREENWOOD WWTP EMISSIONS CITY PROJECT NO. E10047 ITEM DESCRIPTION PRINCIPAL PROJECT ENGR, P.E. DESIGN ENGR, P.E. SR. ENGR/ SURVEY TECH CADD TECH RPLS/LSLS SURVEY CREW CLERICAL SUB-CONSULTANT ELECTRICAL (E) ODOR CONTROL (OC) NON LABOR TASK TOTAL RATE $145.00 $135.00 $115.00 $80.00 $75.00 $115.00 $140.00 $60.00 Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total DESIGN PHASE Administration 6 $870 8 $480 $175 (E) $20 $1,545 In House Meetings 4 $580 4 $540 $350 (E) $1,470 Design Kickoff Meeting Prep. 2 $290 $290 Kickoff Meeting 3 $435 3 $405 $20 $860 Coordination w/O.C. Subconsultant, Design Details 3 $435 $20 $455 Site Visits, Meetings w/Engineering Dept. & Utilities Dept. 4 $580 6 $810 $700 (E) $50 $2,140 PLANS 1. Title Sheet 1 $145 1 $135 6 $480 $20 $780 2. Legend, Abbreviations, Notes, Quantities 1 $145 6 $810 8 $640 $20 $1,615 3. Project Layout - Plan Overall, Notes 2 $290 8 $1,080 8 $640 $20 $2,030 4. Project Layout and Control - Detailed 2 $290 8 $1,080 8 $640 2 $230 $20 $2,260 5./6. Reroute Existing Lines 2 $290 12 $1,620 20 $1,600 $20 $3,530 7. Demo of Existing Fan, Ducts, Piping 2 $290 12 $1,620 16 $1,280 $896 (OC) $4,086 8. Biotrickling Filter P&P 2 $290 12 $1,620 16 $1,280 $896 (OC) $4,086 9. Biotrickling Filter Ductwork, Details 2 $290 8 $1,080 16 $1,280 $896 (OC) $3,546 10. Biotrickling Filter Piping, Details 2 $290 8 $1,080 16 $1,280 $896 (OC) $3,546 11. Sitework Details 2 $290 8 $1,080 12 $960 $2,330 12. Foundation, Structural 2 $290 6 $810 12 $960 $20 $2,080 13. Electrical Demolition Plan 1 $145 2 $270 $1370 (E) $20 $1,805 14. New Work Plan 1 $145 2 $270 $2725 (E) $20 $3,160 15. Electrical Schematics 1 $145 2 $270 $1970 (E) $20 $2,405 16. Electrical Elevations 1 $145 2 $270 $1160 (E) $20 $1,595 Specifications, Contract Documents 4 $580 14 $1,890 8 $480 $700 (E) $40 $3,690 60% QA/QC 4 $580 $896 (OC) $20 $1,496 60% Submittal 3 $435 3 $405 2 $120 $100 $1,060 60% Submittal Review Meeting 3 $435 3 $405 2 $120 $20 $980 Address Comments, Plans & Specs 2 $290 8 $1,080 8 $640 4 $240 $20 $2,270 90% Opinion of Probable Cost 6 $870 3 $180 $700 (E) $20 $1,770 90% QA/QC 4 $580 $896 (OC) $20 $1,496 90% Submittal, Review Meeting 3 $435 6 $810 4 $240 $20 $1,505 Address 90% Review Comments 2 $290 6 $480 $20 $790 Final Submittal QA/QC, Final Submittal 6 $870 4 $240 $50 $1,160 TOTAL DESIGN PHASE $59,751.00 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 8 of 9 1 of 2 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 9 of 9 2 of 2 Coym, Rehmet & Gutierrez Engineering, L.P. TBPE Firm Reg. No. F-388 TBPLS Firm Reg. No. 101040-01 5656 S. Staples, Site 230 Corpus Christi, Texas 78411 Phone: 361-991-8550 Fax 361-993-7569 Email: crg@crgei.com CONTRACT AMENDMENT NO. 1 ATTACHMENT "B" MANHOUR AND FEE ANALYSIS AND ODOR CONTROL IMPROVEMENTS rC R G 0- T- CLIENT: CITY OF CORPUS CHRISTI PROJECT: GREENWOOD WWTP EMISSIONS CITY PROJECT NO. E10047 ITEM DESCRIPTION PRINCIPAL PROJECT ENGR, P.E. DESIGN ENGR, P.E. SR. ENGR/ SURVEY TECH CADD TECH RPLS/LSLS SURVEY CREW CLERICAL SUB-CONSULTANT ELECTRICAL (E) ODOR CONTROL (OC) NON LABOR TASK TOTAL RATE $145.00 $135.00 $115.00 $80.00 $75.00 $115.00 $140.00 $60.00 Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total BID PHASE Pre-Bid Conference 3 $435 3 $405 $20 $860 Prepare Addenda 1 $145 4 $540 2 $120 $20 $825 Contractor's Questions 1 $145 4 $540 $685 Bid Opening, Bid Tab 3 $435 2 $120 $20 $575 Recommendation For Award 3 $435 2 $120 $555 Electrical Subconsultant 1 $145 $175 $320 Odor Control Subconsultant 1 $145 $1,280 $1,425 TOTAL BID PHASE $5,245.00 CONSTRUCTION PHASE Pre-Construction Conference 3 $435 2 $120 $20 $575 Review Submittals 1 $145 4 $540 2 $120 $20 $825 Review Field and Lab Tests 3 $405 $20 $425 Provide Clarifications to Plans 4 $540 2 $120 $20 $680 Site Visits and Memos 4 $580 8 $1,080 2 $120 $40 $1,820 Change Orders 4 $540 2 $120 Pre-Final and Final Inspections 4 $580 4 $540 $40 $1,160 Record Drawings, Review O&M Manual Electrical Subconsultant $1,610 $1,610 Odor Control Subconsultant $7,651 $7,651 Project Closeout 3 $435 3 $180 $615 TOTAL CONSTRUCTION PHASE $15,361.00 TOTAL BASIC SERVICES $80,357.00 ADDITIONAL SERVICES Topographic Survey 4 $320 2 $230 8 $1,120 $20 $1,690.00 Geotechnical Study 2 $290 $3,300 $3,590.00 Startup Services 1 $145 $3,560 $3,705.00 Warranty Phase 4 $580 $20 $600.00 TOTAL ADDITIONAL SERVICES $9,585.00 TOTAL BASIC AND ADDITIONAL SERVICES $89,942.00 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 9 of 9 2 of 2 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% City of Corpus us Christi SUPPLIER NUMBER TO BE ASSIGNED BY CU Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112 as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every.question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: COYM, REHMET & GUTIERREZ ENGINEERING, L.P. P. O. BOX: N/A STREET ADDRESS: 5656 S. STAPLES, SUITE 230 FIRM IS: 1. Corporation e 2. Partnership 4. Association 5. Other CORPUS CITY: CHRISTI ZIP: 78411 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separte sheet. 1. State the names of each employee" of the City of Corpus Christi having an "ownershipw interest" constituting 3% or more of the ownership in the above named firm. Name Job Title and City Department (if known) 4- 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public ingeneral or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION • I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: JEFF COYM, P.E. Title: PARTNER (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 1/4/11— a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official" The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. g• COYMR-1 OP ID: PT ACORO CERTIFICATE OF LIABILITY INSURANCE 44..—/ DATE (MM/DD/YYYY) 09/03/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT• If fho roe -Wig -atom hnlrror is an ADDITIONAL MCI IRFDI I. ho nnlirvfioc) nil cf ho onrinrcorl If CIIRROGAT!ON IC WAIVFrI ci ihiorf fn the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Carlisle Insurance Agency, Inc 1810 E Main P 0 Drawer 3030 Alice, TX 78333-3030 Chuck Carlisle CONTNAME: Pamela Torres PHONE FAX (A/C, No, Ext):361-664-4348 (A/C, No): 361-664-1822 E-MAIL amelat carlisleins.com ADDRESS: p INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Texas Mutual Insurance Co 22945 INSURED Coym, Rehmet & Gutierrez Fnninnnrinn 1 P 5656 S Staples St Corpus Christi, TX 78411 INSURER B : Great American Ins Co of NY INSURER C:Allstate Insurance Company 19232 INSURER D : Philadelphia Indemnity Ins Co $ 1,000,000 INSURER E : INSURER F : CLAIMS -MADE 1 X OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE IANDL SUBR WVD POLICY NUMBER POLICY EFF fMM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 1 X OCCUR 648509299 08/29/2015 08/29/2016 DAMAGES(RENTED PREMISES Ra occurrence) $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 D ANY AUTO 08/29/2015 08/29/2016 BODILY INJURY (Per person) $ ALL OWNED AUTOS X SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 C EXCESS LIAB CLAIMS -MADE 08/29/2015 08/29/2016 AGGREGATE $ 3,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLia LIABILITY PER OTH- STATUTE ER A r .no' Y ANY PROPRIETOR/PARTNER/EXECUTIVE / N N / A 08/29/2015 08/29/2016 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Civil Engineer Project Name: Greenwood Wastewater Treatment Plant Emissions/Odor Control Project (Project No. E10047) CERTIFICATE HOLDER CANCELLATION CORPUO5 City of Corpus Christi Capital Programs 1201 Leopard Street Corpus Christi, TX 78401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE C�� Oc % r' ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® CERTIFICATE OF LIABILITY INSURANCE 4h....„/" DATE(MM/DD/YYYY) 09/03/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh Sponsored Programs a division of Marsh USA Inc. 701 Market Street, Ste. 1100 St. Louis MO 63101 CONTACT NAME: PHONE FAX (AIC No Ext):800-338-1391 (A/C, No): 888-621-3173 E-MAIL ADDRESS:acecclientrequest@marsh.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:U. S. Specialty 29599 INSURED Coym, Rehmet, & Gutierrez Eng 5656 S. Staples, Ste. 230 Corpus Christi, TX 78411 INSURER B : INSURER C : INSURER D: $ INSURERE: DAMAGE TO RENTED PREMISES (Ea occurrence) INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE POLICY LIMIT APPLIES PRO JECT PER' LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N NIA. WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability USS1425283 10/20/2019 10/20/2015 Per Claim $1,000,000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) This policy is not project specific and therefore includes: Greenwood Wastewater Treatment Plant Emissions/Odor Control Project (Project No. E10047) CERTIFICATE HOLDER CANCELLATION City of Corpus Christi Capital Programs 1201 Leopard Street Corpus Christi, TX 78401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE •II / 11 11 ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Lel Corpus Chr sti Capital Programs Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements Council Presentation September 22, 2015 Project Background Corpus Chr'sti Capital Programs MIL Saratoga Blvd. Greenwood Wastewater Treatment Plant: ✓ Built in 1959 as 6 MGD plant with upgrades in 1988 and 2000 ✓ The 2000 upgrade increased capacity to 8 MGD and replaced the odor control facility with a mineral media bio -filter unit Issues: ✓ Typical upgrade on major plant equipment/units is required every 15-20 years ✓ Existing bio -filter odor control system experiencing problems with emissions for compliancy and odor controls ✓ Nuisance odor complaints from nearby residents ✓ Improvements include odor control replacement with new blowers, bar screen and grit chamber upgrades and other miscellaneous improvements Project Schedule Corpus Chr'sti Capital Programs 2015 2016 2017 Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Design Bid & Award Construction Project Estimate: 540 Calendar Days = 18 Months Projected Schedule reflects City Council award in September 2015 with anticipated construction completion by April 2017. AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of September 22, 2015 Regular Agenda Item for the City Council Meeting of September 29, 2015 DATE: TO: September 08, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison AlyssaB@cctexas.com (361) 826-3356 Resolution to support Downtown Management District's application to host the 2017 Texas Downtown Association Conference CAPTION: Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference PURPOSE: The purpose of this item is to formally document the City's support for the Downtown Management District (DMD) in their application to the Texas Downtown Association (TDA), to host the 2017 Texas Downtown Association Conference in Corpus Christi. BACKGROUND AND FINDINGS: The TDA is a non-profit member organization with over 400 members, dedicated to downtown and commercial district revitalization in Texas. They organize an annual conference that draws approximately 300 participants, including downtown district directors, Main Street Program managers, city managers, elected officials, Chambers of Commerce, planners, and other professionals related to this field. The location of the Annual Conference is selected two years in advance so the application for the November 2017 event is due October 2015. As a result of the commitment from the Council to prioritize downtown revitalization and the teamwork of the DMD and city staff, significant progress has been made on our revitalization. Hosting the conference is an opportunity to showcase our progress, bring recognition to the community, and fill hotel rooms. ALTERNATIVES: The alternative was not to support the DMD's Application. OTHER CONSIDERATIONS: The DMD has been working with the Corpus Christi Convention & Visitors Bureau to prepare the submittal. CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: By supporting this Resolution, the City is not obligated for any finances beyond what is budgeted annually for the DMD Interlocal Agreement. RECOMMENDATION: Staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution — 2017 Texas Downtown Association Conference Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference Whereas, the Texas Downtown Association is a non-profit member organization representing the interests of over 400 members dedicated to downtown and commercial district revitalization in Texas; Whereas, annually, the Texas Downtown Association produces a conference in partnership with the Texas Main Street Program which has approximately 250-300 professionals and volunteers attend, including downtown, district and Main Street Program managers, city managers, and elected officials, economic development specialist, Chambers of Commerce and district association representatives, city planners, as well as business owners; Whereas, the Texas Downtown Association conference is the only statewide conference in Texas dedicated to downtown and commercial district development and revitalization; Now, therefore, be it resolved by the City Council for the City of Corpus Christi, Texas: Section 1. Being in the public interest of the City of Corpus Christi to support the development and diversification of the economy of this City as will be accomplished by hosting the Texas Downtown Association conference, the City of Corpus Christi supports the application of the Corpus Christi Downtown Management District to host the 2017 Texas Downtown Association conference on November 7-10, 2017. Attest: City of Corpus Christi Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: September 4, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Motion authorizing the City Manager or designee to execute a Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending September 30, 2018. CAPTION: Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending September 30, 2018. PURPOSE: The purpose of this item is to approve the FY 2016 Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau. BACKGROUND AND FINDINGS: On November 16, 2010, Council approved a five year Consulting Services Agreement with the CCCVB for a period extending from November 1, 2010 to July 31, 2015. Due to the City's fiscal year change, there was an amendment that extended the agreement until September 30, 2015. In discussions for a new agreement, the CCCVB requested modifications to the compensation formula. After researching best practices, no city was found to compensate their Convention and Visitors Bureau with the incentive formula included in our current agreement. Generally, cities allocate a specific percentage of their Hotel Occupancy Tax Revenues to the Convention and Visitors Bureau, depending on that community's priorities. Incorporating the Council's desire for transparency, Staff and the CCCVB agreed upon the changes below for a three-year Consulting Services Agreement. In this update, the three key changes occur: • Removal of Incentive Payment; • Adjustment of HOT Share from 40% to 44%; • Refinement of Scope of Services to reflect the CCCVB's activities. The CCCVB has stayed on top of tourism industry best practices and pursues opportunities to increase awareness and visibility of our community. The refined scope of services recognizes this expansion of tactics to accomplish the mission of the CCCVB; drive overnight visitors to Corpus Christi. ALTERNATIVES: An alternative was to maintain the Incentive Payment, however there was no benefit to this from a practicality, administrative or budgeting standpoint. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Financial Plan EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $4,905,114 BALANCE $4,905,114 Fund(s): 1030-13800 Comments: RECOMMENDATION: Staff recommends approval of the motion to approve this Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau. LIST OF SUPPORTING DOCUMENTS: Agreement — FY 2016 CCCVB Consulting Services Redlined Agreement — FY 2016 CCCVB Consulting Services. AMENDED CONSULTING SERVICES AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION & VISITORS BUREAU This Amended Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention & Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the Corpus Christi Bay area. WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi; WHEREAS, the City benefits directly by increased sales tax and hotel and motel occupancy tax income developed by visitors and conventioneers; WHEREAS, the City benefits indirectly through the economic activity of visitors and conventioneers who come to our City; and WHEREAS, CCCVB has professional personnel who are trained and experienced in the field of visitor and convention promotion, and the City desires to continue the professional promotion and advertising service through a contractual arrangement with CCCVB; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES. 1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as determined by the City Manager or the City Manager's designee. 1.02. The CCCVB shall, in accordance with the organization's mission, drive overnight visitors to the Corpus Christi area. Specific activities required include; (A) Lead attraction and support of meetings, conventions and tradeshows within Corpus Christi, including the following specific activities: a. solicit various organizations and associations to conduct meetings/ conventions/ tradeshows within Corpus Christi year-round; b. utilize various advertising/marketing techniques to promote City of Corpus Christi as a desirable year-round meeting and convention destination; c. provide support services to meetings and conventions in Corpus Christi; d. focus efforts on the City's Convention Center; (B) promote the City of Corpus Christi as a year-round, leisure tourism destination; (C) design and implement an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region for tourism; Page 1 of 11 (D)support for special events that will create overnight visitors; (E) maintain high quality, updated website and printed materials for visitors; (F) serve as main point of information for inquiries related to tourism and convention - related business in the Corpus Christi area; (G)operate visitor information center(s); (H) research and advise the City on projected growth of tourism and convention - related business to assist City planning efforts, including expanding segments of the industry, such as sports tourism, cultural tourism and nature tourism; (I) provide feedback to City, as requested, to facilitate policy decisions made in the interest of tourism promotion' (J) act as a liaison for the City in its relationships with the music and film industries; (K) perform all responsibilities of tourism and marketing; (L) perform additional duties as agreed upon by both parties which are consistent with the organization's mission statement. 2. APPROPRIATIONS AND AUDIT 2.01. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 2.02. CCCVB must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 2.03. Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of CCCVB. 2.04. Interest earned on funds contributed to CCCVB by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds and the interest earned must be available for CCCVB use within the convention and visitor fund account_ 2.05. The parties agree that receipt of these funds creates a fiduciary duty of the CCCVB. 2.06. CCCVB shall provide an Independent audit for expenditures of funds allocated under this agreement for each year based on a fiscal year ending September 30. 2.07. Accounting records and the necessary independent audits must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law, so as to include a statement of support, revenues, expenses, and balance sheets for all funds. Page 2 of 11 2.08. Early reports of an independent audit of the CCCVB's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant under Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. 2.09. City shall have the right during each calendar year or fiscal year to authorize an audit of CCCVB's records pertaining to its revenues and expenditures of funds allocated under this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public Accountants satisfactory to City. The cost of such audit shall be paid by City. 3. RECORDS. 3.01. The books of account of the convention and visitor fund held by CCCVB must be maintained in a form approved by the City s Director of Finance, and must be available for inspection and copying by the Director, and the Director's duly authorized agents and representatives during regular business hours of CCCVB. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 4. REPORTS. 4.01. Business Plan: By July 31 of each year the CCCVB shall provide City Manager with a Business/Marketing Plan that outlines the overall objectives of the CCCVB. The Plan must describe the plan of action for the upcoming year, including strategic markets; a line item budget; and significant initiatives The Plan will be in a format similar to the City's Business Plan template. Opportunities to promote City -funded venues must be specifically identified and included in the plan. Other information necessary to describe the CCCVB's efforts must be included, as well. 4.02 Required Quarterly Reports: The CCCVB shall provide quarterly reports to the City on expenditures of Hotel Occupancy Tax ("HOT") funds, in accordance with Tax Code §351.101 (c), 4.03. Performance Reports: The CCCVB shall periodically report to the City Council on the activities and work accomplished. The CCCVB shall make any special presentations or prepare specific reports, if requested by the City Council, within 30 days of the request. 4.04. Annual Report. The CCCVB shall report annually on the outcomes of the performance measures presented in the Business/Marketing Plan for the previous year. The Annual Report is due within sixty (60) days after the end of each fiscal year while this Agreement is in effect. the Annual Audi referenced in Section 2 shall be provided promptly upon completion but in any event within ninety (90) days after the end of each fiscal year. PERFORMANCE MEASURES. Page 3of11 5.01. The performance of the CCCVB under this Agreement is based on level of hotel occupancy tax earned. 5.02. CCCVB shall be deemed to have met its performance requirements for a particular fiscal year if the amount of the City's 7% portion of the hotel occupancy tax earned and received by City for that fiscal year meets or exceeds the minimum threshold of $6,200,000. 5.03. CCCVB's fiscal year runs from October 1 through September 30. 6. CONDUCT OF SERVICES 6.01. All of the Services provided by the CCCVB under this Agreement must be in conformity with the purposes for which the HOT revenues may be expended as authorized in the laws of the State of Texas. 7. BOND. 7.01. The officers and employees of CCCVB designated to withdraw funds from the convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of $100,000. The bond must be provided by CCCVB, issued by a corporate surety designating CCCVB as named insured, the City as an additional named insured, and in the form as to be approved by the City Attorney. 8. COMPENSATION. 8.01. Hotel Occupancy Tax Share: The City agrees that for the convention and visitor services performed by CCCVB under this Agreement, the City shall pay CCCVB annually the sum of 44% of the City's 7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts received by the City that are generated from any and all districts of the Schlitterbahn Beach Country project described in the Chapter 380 Economic Development Incentive Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 20'12 ("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the Contract Amount. 8.02 HOT Trigger of Renegotiation. Should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year fall below $6,200,000, the Contract Amount for the following fiscal year may be renegotiated. Each of the above amounts must be calculated based upon the amount of City hotel/motel tax receipts received by the City, excluding the two percent increase adopted in 1999 for convention center expansion and revenues authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax Code. Page 4 of 11 8.03. Payment Schedule: During the term of this Agreement, the City shall pay to CCCVB a sum equal to one -twelfth of the annual amount payable to CCCVB for the convention and visitor services provided under this Agreement on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if the payments are justified by documentation provided by CCCVB. 9. BOARD OF DIRECTORS 9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which must be composed of thirteen (13) members selected directly by the City Council of the City. The members must be representatives of the following groups: 3 members frorn the hotel ineustty; 3 members from the attraction industry; 2 members frorn the restaurant industry; and 5 members from the community at large. 9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex -officio advisory non-voting members 9.03. Appointments to the Board will oe for staggered, two-year terms. Current members of the Board may serve until their current terms expire. No person may serve as a voting member of the Board for a period A:;nger than six years consecutively, unless the service is required by virtue of the person's position or title or to complete an unexpired term. 9.04. The CCCVB may snake recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but is not restricted to select members submitted by the CCCVB or any other group. 9.05. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings ourilig a term ;ear must result in an automatic vacancy, which vacancy must be prompti' reported to the City Council. An absence must be unexcused unless excused by the board for good cause no later than its next meeting after the absence. Any member, otherwise eligible, may not be precluded from reappointment by reason of the automate vacancy. Page 5 0111 9.06. CCCVB's Board of Directors may establish those standing committees it deems necessary. The Board is authorized to and must employ a President/Chief Executive Officer to exercise day to day management and administration of CCCVB. 9.07. The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No change in bylaws may be considered, which is inconsistent with any provision of this Agreement, The City Manager will be notified of any proposed changes to the bylaws at least two weeks prior to the adoption of the bylaws by the Board of Directors. 9.08. CCCVB agrees that meetings of its board of directors must be open to the public, and the meetings may be closed only when the board determines that an executive session is necessary for tl le purpox 01 discussing proprietary business. 9.09. The City and CCCVB agree trial: in no event may the City be liable for any contracts made by CCCVB with any person, firm, corporation, association, or governmental body. 9.10. The City and CCCVB agree that in no event may the City be liable for any damages, injuries, or losses charged to or adjuoged against CCCVB arising from its operations, or the use or maintenance of its facilities, 10. TERM AND TERMINATION 10.01. The term of the Agreement commences as of October 1, 2015 and continues until September 30, 2018, subject to termination as provided in this Agreement. 10.02. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City cancels this Agreement upon one yaw's notice, the City assumes any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved In advance by the City Manager. The City reserves the right to terminate the contract without notice for cause. 11. MISCELLANEOU,:i 11.01. This Agreement replaces and supersedes all other contracts and understandings previously made between the City and CCCVB. 11.02. CCCVB specifically reserves the right to change its name as a corporate entity and do business under one or mo e assumed names in compliance with the laws of the State of Texas. No chp ge of mile rhe or use of additional names may be deemed a modification of this Agreement. 11.03. CCCVB shall cortiJly with all applicable Federal, State, and local laws, rules and regulations in providing services under this agreement. Page 6 of 11 11.04. All notices, requests or other communications related to this Agreement must be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of the prior sentence are effective upon deposit In the United States mail. The notice addresses of the parties, until changed as provided in this Agreement, are as follows: City: City of Corpus Christi, Texas Attention: Ronald L. Olson, City Manager 1201 Leopard Street P.0 Box 92T, Corpus Christi, Texas 78469 CCCVB: Corpus Christi Area Convention & Visitors Bureau Attention: Chief Executive Officer 1201 Shoreline Drive Corpus Christi, Texas 78401 11.05. If for any reason any section i, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held t valid or unconstitutional by fatal judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement, for It is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement be given luil force and effect for its purpose. 11.06. No amendments, modifications, or other changes to this Agreement are valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which are deemed an original, and all of which constitute but one and the same instrument. 11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of the City of Corpus Cnnsti, any material or document it deems appropriate and qualified for copyright and may administer the copyrights for ti- City during the term of this Agreement. 11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated b tow binding the respective parties as of the date of last signature. Page 7 of 11 CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI CONVENTION & VISIT RS BUREAU By: Ronald L. Olson Paulette Kluge City Manager Chief Exk � tiv e�cer Date: Date: LI ATTEST: Rebecca Huerta City Secretary Page 8 of 11 EXHIBIT A - INSURANCE REQUIREMENTS I. CCCVB'S LIABILITY INSURANCE A. CCCVB may not commence work under this agreement until all Insurance required in this Agreement has been obtained and the City has approved the insurance. CCCVB may not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following miliinium coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non -renewal, termination, or material chance is reouired on e1Lcertificates Bodily Injury and Property Damage Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises -- Operations 3. Products/ Completed Operations 4. Contractual Liabifty $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY: Coverage provided must cover officers, directors, employees and agents, including. 1. ERRORS and OMISSIONS '1,000,000 COMBINED SINGLE LIMIT In the event of accidents Df any kind, CCCVB must furnish the City's Risk Manager with copies of all reports of 7ccidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right to maintain reasonable deductibles in such amounts as approved by the City, CCCVB shall obtain and maintain in full force and effect for the duration of this Contract, and any extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas arid with an A.M. Best's rating of no Tess than A -VII. Page 9 of 11 B. The City is entitled, upon request and without expense, to receive copies of the policies, declarations pages, and a ; endorsements to the policies, as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties to this Agreement or the undervrriter of any such policies). CCCVB shall comply with any requests, and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCCVB shall pay any costs incurred resulting from the changes. All notices under this Exhibit must be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469.9277 Fax#: (361) 8264555 C. CCVB agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, with respect to operations and activities oi, or on behalf of, the named Insured performed under this Agreement with the City, with the exception of the workers' compensation and professional liability policies. 2. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi, where the City is an additional insured shown on the policy. 3. Provide thirty (30' calendar "_:ays advance written notice directly to City of any suspension, canc.eliatien, non-ieriev.'al, or rr:aterial change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable endorsements to City. The City shah gave the option to suspend CCCVB's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance constitutes a material breach of this contract. E. In addition to any other remed'as the City may have upon CCCVB's failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, the City has the right to order CCCVB to stop work under this Agreement, and may withhold any payment that becomes due to CCCVB under this Agreement until Page 10 of 11 CCCVB demonstrates compliance with the requirements of this Exhibit. F. Nothing in this Exhibit may be construed as limiting In any way the extent to which CCCVB may be held responsible for payments of damages to persons or property resulting from CCCVB's or its subcontractors' performance of the work covered under this Agreement. G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this Agreement. H. It is understood and agreed that the insurance required by this Exhibit is in addition to and separate frohri al ty other obligation contained in this contract. Page 11 of 11 AMENDED CONSULTING SERVICES AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION & VISITORS BUREAU This Amended Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention & Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the Corpus Christi Bay area. WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi; WHEREAS, the City benefits directly by increased sales ax and hotel and motel occupancy tax income developed by visitors and conventioneers; WHEREAS, the City benefits indirectly through the economic activity of visitors and conventioneers who come to our City; and WHEREAS, CCCVB has professional personnel who are trained and experienced in the field of visitor and convention promotion, and the City desires to continue the professional promotion and advertising service through a contractual arrangement with CCCVB; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES. 1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as determined by the City Manager or the City Manager's designee. 1.02. The CCCVB shall, in accordance with the organization's mission, drive overnight visitors to the Corpus Christi area. Specific activities required include; (A) Lead attraction and support of meetings, conventions and tradeshows within Corpus Christi, including the following specific activities: a. solicit various organizations and associations to conduct meetings/ conventions/ tradeshows within Corpus Christi year-round; b. utilize various advertising/marketing techniques to promote City of Corpus Christi as a desirable year-round meeting and convention destination; c. provide support services to meetings and conventions in Corpus Christi; d. focus efforts on the City's Convention Center; (B) promote the City of Corpus Christi as a year-round, leisure tourism destination; (C)design and implement an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region for tourism; Page 1 of 13 (D)support for special events that will create overnight visitors; (E) maintain high quality, updated website and printed materials for visitors; (F) serve as main point of information for inquiries related to tourism and convention -related business in the Corpus Christi area; fG)operate visitor information center(s); (H)research and advise the City on projected growth of tourism and convention -related business to assist City planning efforts, including expanding segments of the industry, such as sports tourism, cultural tourism and nature tourism; (I) provide feedback to City, as requested, to facilitate policy decisions made in the interest of tourism promotion; (J) act as a liaison for the City in its relationships with the music and film industries; (K) perform all responsibilities of tourism and marketing; (L) perform additional duties as agreed upon by both parties which are consistent with the organization's mission statement. 1.02. The CCCVB shall solicit various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year round. These target advertising/marketing techniques to promotc City of Corpus Christi as a desirable 1.03. CCCVB shall promote the City of Corpus Christi as a year round tourism public relations special promotions, and packaging. which to vacation or have conventions or group meetings. -tee' 1.06. CCCVB shall operate visitor information centers, as CCCVB deems appropriate, and convention related business in the Corpus Christi area. 1.08. CCCVB shall advise the City on projected growth of tourism and convention related business for the next five years to assist City planning efforts. 2. APPROPRIATIONS AND AUDIT 1 CCCVB Amded Agmt 8 2 12 Page 2 of 13 1 2.01. CCCV= • . • . - . _ _ . - _ - - - . _ e he City Council rcgarding CCCVB'J 2.0201. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council 2.0302. CCCVB must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 1 2.0403. Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of CCCVB. 1 1 1 1 1 2.0504. Interest earned on funds contributed to CCCVB by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds and the interest earned must be available for CCCVB use within the convention and visitor fund account. 2.0605. The parties agree that receipt of these funds creates a fiduciary duty of the CCCVB. 2.0706. CCCVB shall provide an Independent audit for expenditures of funds allocated under this agreement for each year based on a fiscal year ending September 30. 2.0-807. Accounting records and the necessary independent audits must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law, so as to include a statement of support, revenues, expenses, and balance sheets for all funds. 2.0908. Early reports of an independent audit of the CCCVB's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant under Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. 2.10 09 City shall have the right during each calendar year or fiscal year to authorize an audit of CCCVB's records pertaining to its revenues and expenditures of funds allocated under this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public Accountants satisfactory to City. The cost of such audit shall be paid by City. 3. RECORDS. 3.01. The books of account of the convention and visitor fund held by CCCVB must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, and the Director's duly authorized agents and Page 3 of 13 representatives during regular business hours of CCCVB. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 4. REPORTS. 4.01. Business Plan: By September July 310 of each year the CCCVB shall provide City Manager with a Business/Marketing pPlan that outlines the overall objectives of the CCCVB. The Plan must describe the plan of action for the upcoming year, including strategic markets; a line item budget; and significant initiatives. The Plan will be in a format similar to the City's Business Plan template.LAMB2l Opportunities to promote cCity :funded venues must be specifically identified and included in the plan. Other information necessary to describe the CCCVB's efforts must be included, as well. 4.02 Required Quarterly Reports: The CCCVB shall provide quarterly reports to the City on expenditures of Hotel Occupancy Tax ("HOT") Ffunds, in accordance with Tax Code §351.101 (c).1rAMB31 4.032. Performance Reports: The CCCVB shall periodically report to the City Council on the activities and work accomplished. The CCCVB shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within 30 days of the request. 4.043. Annual Reports. The CCCVB shall report annually on the outcomes of the performance measures presented in the Business/Marketing plan -Plan for the previous year. The Annual Report is due within sixty (60) days after the end of each fiscal year while this Agreement is in effect. The Report shall also include the Annual Audit; referenced in Section 2 -shall be provided promptly upon completion but in any event within ninety (90) days after the end of each fiscal year. 5. PERFORMANCE MEASURES. 5.01. The performance of the CCCVB under this agreement Agreement is based on level of hotel occupancy tax earned. 5.02. CCCVB shall be deemed to have met its performance requirements for a particular fiscal year if the amount of the City's 7% portion of the hotel occupancy tax earned and received by City for that CCCVB fiscal year meets or exceeds the minimum threshold of $6,200,000. 5.03. Subject to the approval of the City Manager, the CCCVB shall, before undertaking any special marketing campaign that is specifically funded by the Special Marketing Fund, project the percentage increase in anticipated increase In Hotel Occupancy Tax ("HOT") revenues are expected over the prior three year rolling average of HOT revenues. 5.04. Page 4 of 13 CCCVB's fiscal year runs from October 1 through September 30, accordingly. 6. CONDUCT OF SERVICES 6.01. All of the Services provided by the CCCVB under this Agreement must be in conformity with the purposes for which the HOT revenues may be expended as authorized in the laws of the State of Texas. 7. BOND. 7.01. The officers and employees of CCCVB designated to withdraw funds from the convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of $100,000. The bond must be provided by CCCVB, issued by a corporate surety designating CCCVB as named insured, the City as an additional named insured, and in the form as to be approved by the City Attorney. 8. COMPENSATION. 8.01. Hotel Occupancy Tax Share: The City agrees that for the convention and visitor services performed by CCCVB under this Agreement, the City shall pay CCCVB annually the sum of '10%44% of the City's 7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts received by the City that are generated from any and all districts of the Schlitterbahn Beach Country project described in the Chapter 380 Economic Development Incentive Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 2012 ("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the Contract Base Amount. 8.02 HOT Trigger of Renegotiation: Provided, however, that should Should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year fall below $6,200,000, the Base Contract Amount for the following fiscal year may be renegotiated. Each of the above amounts must be calculated based upon the amount of City hotel/motel tax receipts received by the City, excluding the two percent increase adopted in 1999 for convention center expansion and revenues authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax Code. 8.032. Payment Schedule: During the term of this Agreement, the City shall pay to CCCVB a sum equal to one -twelfth of the trial annual amount payable to CCCVB for the convention and visitor services provided under this Agreement on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if the payments are justified by documentation provided by CCCVB. Page 5 of 13 any and all districts of Schlitterbahn, and excluding the 2% dedicated to repay the debt on for inflation or deflation, is as follows: Fiscal Y Amount of 7% hotel tax receipts 2007 $6,000,000 2008 $6,180,000 2009 $6,365,100 20-1-0 $6,750,000 The 3 year rolling average for fiscal year 2010 is $6,181,800, thc average of thc receipts el els le° average by more than 5% would bc $6,490,890 ($6,181,800 X 105% equals $6,490,890). Therefore, in this example, the incentive base to CCCVB in fiscal y ar 2010 would bc the difference between collections of $6,750,000 and $6,490,890, which equals $259,110. Therefore, 55% of $259,110, or $142,511, would be paid as an incentive to the CCCVB. increase in the HOT collections, the prior year's HOT collection plus 5% will be substituted for the actual collection for that year. (The example above does not reflect any adjustments for inflation or deflation.) increase in the threshold required to bc surpassed for thc CCCVB to be eligible for the increased incentive payment (i.e., current rate is 5%). 8.05. The City reserves the right to renegotiate the CCCVB's accountability for return on _ • agreement. e 8.06. To receive an incentive payment, CCCVB must be in compliance with all terms of this Agreement. 8.07 For the convention and visitor services provided by CCCVB from August 1, 2014 through September 30, 2014, the City shall pay CCCVB $659, 120.00. 9. BOARD OF DIRECTORS 9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which Page 6 of 13 must be composed of thirteen (13) members selected directly by the City Council of the City. The members must be representatives of the following groups: 3 members from the hotel industry; 3 members from the attraction industry; 2 members from the restaurant industry; and 5 members from the community at large. 9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex -officio advisory non-voting members 9.03. Appointments to the Board will be for staggered, two-year terms. Current members of the Board may serve until their current terms expire. No person may serve as a voting member of the Board for a period longer than six years consecutively, unless the service is required by virtue of the person's position or title or to complete an unexpired term. 9.04. The CCCVB may make recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but is not restricted to select members submitted by the CCCVB or any other group. 9.05. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings during a term year must result in an automatic vacancy, which vacancy must be promptly reported to the City Council. An absence must be unexcused unless excused by the board for good cause no later than its next meeting after the absence. Any member, otherwise eligible, may not be precluded from reappointment by reason of the automatic vacancy. 9.06. CCCVB's Board of Directors may establish those standing committees it deems necessary. The Board is authorized to and must employ a President/Chief Executive Officer to exercise day to day management and administration of CCCVB. 9.07. The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No change in bylaws may be considered, which is inconsistent with any provision of this Agreement, The City Manager will be notified of any proposed changes to the bylaws at least two weeks prior to the adoption of the bylaws by the Board of Directors. 9.08. CCCVB agrees that meetings of its board of directors must be open to the public, Page 7 of 13 and the meetings may be closed only when the board determines that an executive session is necessary for the purpose of discussing proprietary business. 9.09. The City and CCCVB agree that in no event may the City be liable for any contracts made by CCCVB with any person, firm, corporation, association, or governmental body. 9.10. The City and CCCVB agree that in no event may the City be liable for any damages, injuries, or losses charged to or adjudged against CCCVB arising from its operations, or the use or maintenance of its facilities. 10. TERM AND TERMINATION 10.01. The term of the Agreement commences as of November 1, 2010October 1, 2015 and continues until September 30, 20452018, subject to termination as provided in this Agreement. 10.02. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City cancels this Agreement upon one year's notice, the City assumes any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved In advance by the City Manager. The City reserves the right to terminate the contract without notice for cause. 11. MISCELLANEOUS 11.01. This Agreement constitutes a novation replaces -and supersedes all other contracts and understandings previously made between the City and CCCVB. 11.02. CCCVB specifically reserves the right to change its name as a corporate entity and do business under one or more assumed names in compliance with the laws of the State of Texas. No change of name or use of additional names may be deemed a modification of this Agreement. 11.03. CCCVB shall comply with all applicable Federal, State, and local laws, rules and regulations in providing services under this agreement. 11.04. All notices, requests or other communications related to this Agreement must be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of the prior sentence are effective upon deposit In the United States mail. The notice addresses of the parties, until changed as provided in this Agreement, are as follows: City: City of Corpus Christi, Texas Attention: Ronald L. Olson, City Manager 1201 Leopard Street Page 8 of 13 1 1 P.O. Box 9277 Corpus Christi, Texas 78469 CCCVB: Corpus Christi Area Convention & Visitors Bureau Attention: Chief Executive Officer 1201 Shoreline Drive Corpus Christi, Texas 78401 Attn: Chief Executive Officer 11.05. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held Invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement, for It is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement be given full force and effect for its purpose. 11.06. No amendments, modifications, or other changes to this Agreement are valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which are deemed an original, and all of which constitute but one and the same instrument. 11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of the City of Corpus Christi, any material or document it deems appropriate and qualified for copyright and may administer the copyrights for ti- City during the term of this Agreement. 11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated below binding the respective parties as of the date of last signature. CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI CONVENTION & VISITORS BUREAU By: By: Ronald L. Olson Paulette Kluge City Manager Chief Executive Officer Date: Date: ATTEST: Rebecca Huerta City Secretary Page 9 of 13 1 Page 10 of 13 1 EXHIBIT A- INSURANCE REQUIREMENTS I. CCCVB'S LIABILITY INSURANCE A. CCCVB may not commence work under this agreement until all Insurance required in this Agreement has been obtained and the City has approved the insurance. CCCVB may not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non -renewal, termination, or material chanae is reauired on all certificates Bodily Injury and Property Damage Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY: Coverage provided must cover officers, directors, employees and agents, including: 1. ERRORS and OMISSIONS $1,000,000 COMBINED SINGLE LIMIT In the event of accidents of any kind, CCCVB must furnish the City's Risk Manager with copies of all reports of accidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right to maintain reasonable deductibles in such amounts as approved by the City, CCCVB shall obtain and maintain in full force and effect for the duration of this Contract, and any extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. Page 11 of 13 B. The City is entitled, upon request and without expense, to receive copies of the policies, declarations pages, and all endorsements to the policies, as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties to this Agreement or the underwriter of any such policies). CCCVB shall comply with any requests, and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCCVB shall pay any costs incurred resulting from the changes. All notices under this Exhibit must be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax#: (361) 826-4555 C. CCVB agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, with respect to operations and activities of, or on behalf of, the named Insured performed under this Agreement with the City, with the exception of the workers' compensation and professional liability policies. 2. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi, where the City is an additional insured shown on the policy. 3. Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal, or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable endorsements to City. The City shall have the option to suspend CCCVB's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance constitutes a material breach of this contract. E. In addition to any other remedies the City may have upon CCCVB's failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, the City has the right to order CCCVB to stop work under this Agreement, and may withhold any payment that becomes due to CCCVB under this Agreement until CCCVB demonstrates compliance with the requirements of this Exhibit. Page 12 of 13 F. Nothing in this Exhibit may be construed as limiting In any way the extent to which CCCVB may be held responsible for payments of damages to persons or property resulting from CCCVB's or its subcontractors' performance of the work covered under this Agreement. G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this Agreement. H. It is understood and agreed that the insurance required by this Exhibit is in addition to and separate from any other obligation contained in this contract. Page 13 of 13 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 22, 2015 Second Reading Ordinance for the City Council Meeting of September 29, 2015 DATE: TO: September 4, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Resolution authorizing the City Manager or designee to approve Interlocal Cooperation Agreement with the Corpus Christi Downtown Management District. CAPTION: Resolution authorizing the City Manager or designee to execute the FY 2016 Interlocal Cooperation Agreement with the Corpus Christi Downtown Management District. PURPOSE: The purpose of this item is to approve the FY 2016 Interlocal Cooperation Agreement ("FY 2016 Agreement") with the Corpus Christi Downtown Management District ("CCDMD"). BACKGROUND AND FINDINGS: Since 2004, the City of Corpus Christi has had an Interlocal Agreement with the CCDMD to provide for downtown Corpus Christi redevelopment. The most recent Interlocal Agreement was adopted on February 2012, with an annually renewing term. In 2014, with the leadership of a new Executive Director, the CCDMD developed a Three -Year Strategic Plan. In the fall of 2014, Council motioned to support the CCDMD's new Three -Year Strategic Plan and directed staff to come back with action to address the highest priority issue, safety. Staff and the CCDMD worked together to develop the Safety & Security Partnership Program, which was approved as an agreement by Council. The Safety & Security Partnership Program Agreement had a nine-month term, so that the Program could be incorporated in a new FY 2016 Agreement, if it was successful. Upon updating the FY 2016 Agreement to incorporate the Safety & Security Partnership, staff saw additional opportunities to provide clarity, transparency and consistency. In this update, the following three key changes occur: • Incorporation of Three -Year Strategic Plan; • Identification of Additional Services Requested by the City; • Incorporation of the Safety & Security Partnership Program. The previous agreement focused on a prescribed set of services requested by the City, was confusing to administer and created an entire new set of tasks on which to measure performance. The FY 2016 Agreement is clear, flexible and simple to administer, allowing the CCDMD and staff to focus on revitalization efforts. ALTERNATIVES: The alternative was to maintain the 2012 annually renewing Interlocal Agreement. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $300,000 BALANCE $300,000 Fund(s): 1020-14690 Comments: This item is subject to annual budget appropriations. RECOMMENDATION: Staff recommends approval of the resolution to execute a new FY 2016 Interlocal Agreement. LIST OF SUPPORTING DOCUMENTS: Resolution — FY 2016 DMD Interlocal Agreement Agreement — FY 2016 DMD Interlocal Redlined Agreement — FY 2016 DMD Interlocal Resolution authorizing an Interlocal Agreement with the Downtown Management District Be it resolved by the City Council of the City of Corpus Christi, Texas, as follows: The City Manager or designee is authorized to execute an Interlocal Agreement with the Downtown Management District. A copy of the agreement is on file in the office of the City Secretary. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT TO ENCOURAGE THE REDEVELOPMENT OF DOWNTOWN CORPUS CHRISTI This Interlocal Cooperation Agreement ("Agreement") is made between the Corpus Christi Downtown Management District ("DMD"), created under Chapter 375 of the Texas Local Government Code, and the City of Corpus Christi, Texas ("City") a municipal corporation. WHEREAS, the DMD and the City desire to enter into an Agreement under the Interlocal Cooperation Act to provide for Downtown Corpus Christi redevelopment ("Project"); Now, therefore, in consideration of the mutual covenants in this Agreement, the City and the DMD (each, "Party") authorized by appropriate actions of their governing bodies, agree as follows: Article I. DEFINITIONS "Corpus Christi Downtown Management District" means a municipal management district created under Chapter 375 of the Texas Local Government Code, for the area bounded to the north by Interstate Highway 37, to the south by Kinney Street, to the west by North Lower Broadway, and to the east by Corpus Christi Bay and includes the area within the Corpus Christi Marina. Article II. SERVICES 2.01 General Services Requested by City. In accordance with the DMD's Three Year Strategic Plan (Attachment A), DMD shall provide the following services to assist in the redevelopment of Downtown Corpus Christi: (a) DMD Operations — Create a cleaner, safer, more beautiful and accessible DMD and Greater Downtown Area. (b) Development & Improvement — Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. (c) Marketing & Events — Increase sales, visitorship and investment in the DMD and improve DMD visibility through strategic marketing and developing/managing events. (d) Organization Management — Continue to build organizational capacity, relevance and recognition in the community. 2.02 Additional Services Requested by City. In addition to the DMD's stated priorities in the Three Year Strategic Plan, the City requests specific activities to be undertaken by the DMD as follows: (a) Landscaping Advisory and Maintenance — Assist the City in planning optimal landscaping and greenery for public improvement projects. Assume 1 maintenance for installed features upon completion of construction, as mutually agreed upon. (b) Property Management - Assist the City with code enforcement and rehabilitation projects within Corpus Christi, including ensuring the proper maintenance of vacant buildings, by acting as a resource to the City. (c) Research - Conduct surveys of the owners of businesses and properties within Downtown Corpus Christi to determine their needs and priorities, also researching best practices, and fulfilling these needs and priorities. (d) TIRZ #3 Administration- Assist the City with the administration of a Tax Increment Reinvestment Zone #3 to support infrastructure improvements within Downtown Corpus Christi, and adjacent areas; recommend projects for consideration of the TIRZ#3, and implement projects that accomplish goals of redevelopment, and make a recommendation to the City for one DMD representative to be appointed to the Board of Directors of TIRZ #3. (e) Parking Advisory Committee- Nominate two DMD representatives to be appointed members of the Parking Advisory Committee in compliance with Section 53-196(b)(1)(b), Code of Ordinances. Section 2.03 Safety & Security Partnership In accordance with the Safety & Security Partnership Scope of Services (Attachment B), DMD agrees to provide City with Bike Patrol Officers and Downtown Ambassadors to patrol the Downtown. DMD also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by DMD).The Bike Patrol Officers (may also walk or utilize Segways) will be Off -Duty Police Officers of the City Police Department who have received the necessary approvals from the City Police Chief. City shall compensate DMD in an amount of at least One Hundred Thousand Dollars ($100,000), subject to annual allocation by City Council, for services performed under the Partnership, including necessary supplies, liability insurance, equipment and maintenance costs for the Partnership. DMD shall submit properly itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay DMD within thirty (30) days after receipt of such properly itemized invoices according to the Texas Prompt Payment Act. City and DMD agree that the police officers and security ambassadors are not employees of the City when contracted or employed by the DMD. As such, DMD is solely responsible for all employment-related taxes. DMD acknowledges that the City is not responsible for any losses related to DMD's or the officers and ambassadors' actions. DMD has no authority, express or implied, to bind or obligate City in any way. DMD shall maintain insurance coverage as outlined in Attachment C, attached hereto and incorporated herein for all purposes. 2 Section 2.04 Annual Service Plan. Each year, the DMD shall provide a Service Plan, which outlines the overall objectives of the DMD, to the City Manager. The Plan must describe the plan of action for the upcoming year, including a line item budget and significant initiatives. (a) Draft Plan - By August 1 of each year, the DMD shall prepare and deliver to the City Manager or the City Manager's designee ("City Manager") a preliminary plan to deliver services to Downtown Corpus Christi during next fiscal year. The preliminary plan must address City Council goals for Downtown Corpus Christi, including a plan to increase commerce in Downtown Corpus Christi, and must state the DMD's revenue received from the DMD's ad valorem taxes from the previous fiscal year. (b) Final Plan - By October 1 of each year, the DMD shall submit a final plan to the City Manager. Section 2.05 City Obligations In order to support the DMD in accomplishing the objectives outlined in this agreement the City shall: (a) Appoint a representative from the City to serve in advisory capacity to the DMD's Board of Directors. (b) Assist the DMD with its best efforts in order to carry out the objectives outlined in the Agreement, including waiving of Administrative Fees, supporting DMD pre - approved, reoccurring special events in designated locations, and providing information, as requested by DMD. Article III. FINANCIAL REQUIREMENTS Section 3.01 Subject to Annual Appropriations The parties agree and understand that funding under this Agreement is subject to annual appropriations by the City Council, and that each fiscal year's funding must be included in the City's budget for that year. Funding is not effective until the City's budget is approved by the City Council. Section 3.02 City Match In consideration for the DMD's performance under this Agreement (outside Section 2.03), City agrees to make payment to the DMD matching the DMD's revenue received from the DMD's ad valorem taxes each fiscal year, in four equal quarterly payments, for work performed during the fiscal year. (a) The payments to the DMD will be based on the DMDs revenue received from the DMD's ad valorem taxes from the previous fiscal year, as certified by the Appraisal DMD by July 31 of the current calendar year, from the previous fiscal year. (b) The quarterly payments will be made no later than thirty (30) days after the last business day of the last month of each fiscal year quarter. If the DMD has not received their quarterly payment from the City by that due date, the DMD shall give the City Finance Director notice in writing no later than fifteen days (15) days after that missed due date, requesting payment. (c) The City's payments are contingent upon receipt of the DMD's Quarterly Report 3 for each fiscal quarter, as required by Section 4.01 of this Agreement, within thirty (30) days of the end of that fiscal quarter. (d) Any annual increase in the City's payments to the DMD may not exceed the percentage increase in ad valorem taxes received by the City over the prior year, unless mutually agreed upon by City and DMD. Section 3.03 Use of Funds The DMD shall use funds provided under this Agreement for purposes outlined herein and no other. The funds provided for under this Agreement must be budgeted for administrative expenses. Section 3.04 Interest Earned Interest earned on funds contributed to the DMD by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds. The interest earned is available for the DMD's use. Section 3.05 Fiduciary Duty The parties agree that receipt of these funds creates a fiduciary duty of the DMD. Section 3.06 Audit Requirement The DMD shall provide an independent audit for expenditures of funds allocated under this agreement for each year based on its fiscal year. The DMD shall provide a copy of the independent audit to the City Manager within one hundred twenty (120) days after the end of the DMD's fiscal year, as an addendum to the Annual Report. The City has the right to its own audit of funds provided under this agreement, with appropriate prior notice to the DMD. Section 3.07 Generally Accepted Accounting Principles The accounting records and independent audit must conform to the accounting standards as promulgated by a Certified Public Accountant under Generally Accepted Accounting Principles ("GAAP") and to the requirements of applicable state law, so as to include a statement of support, revenues and expenses, and balance sheets for all funds. Section 3.08 Financial Records The books of account of the funds held by the DMD must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, or the Director's authorized agents and representatives, during regular business hours of the DMD. Records must be maintained for at least 3 years after the expiration or termination of this agreement. Article IV. PERFORMANCE REPORTS & MEASUREMENT Section 4.01 Performance Reports The DMD shall report quarterly to the City Council on its activities and work accomplished. The DMD shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within thirty (30) days of a request. 4 The Quarterly Performance Report is due within thirty (30) days after the end of each fiscal quarter and should include: a. A description of each project undertaken by the DMD in fiscal quarter. b. The status of projects. c. The amounts expended on each project. d. The accomplishments of its performance measures for the fiscal year, as specified in Article V of this Agreement. Section 4.02 Annual Report The DMD shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the objectives outlined in Section 2.01 of this Agreement. The DMD will prepare an Annual Report summarizing the accomplishments of the year. Article V. MISCELLANEOUS Section 5.01 Implementation The City Manager and Executive Director for the DMD are authorized and directed to take all steps necessary or convenient to implement this Agreement. Section 5.02 Warranty This Agreement has been officially authorized by the governing body of the City and the DMD, and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective party to this Agreement. Section 5.03 Expending Funds Any payment made by the DMD or the City for any of the costs or expenses that either incurs under this Agreement must be made out of current revenues available to the paying party as required by the Interlocal Cooperation Act. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by the City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. Section 5.04 Term of Agreement The effective date of this Agreement ("Effective Date") is October 1, 2015, after the last approval by one of the Parties, for a term of one year, automatically renewing annually, unless either party cancels its participation by giving written notice to the other parties at least sixty days before the end of each annual term. The continuation and renewal of this 5 agreement is contingent upon the continued existence of the DMD. Section 5.05 Severability If any portion of this Agreement, or its application to any person or circumstance, is ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement is not affected and continues to be enforceable under its terms. Section 5.06 Nondiscrimination DMD and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. Section 5.07 Waiver City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. Section 5.08 Immunity Not Waived Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. Section 5.09 Competitive Procurement In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by state law when making expenditures in excess of $50,000 for any single contract or for expenditures in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements. Section 5.10 Notices. Any notice, correspondence or payment made pursuant to this Agreement shall be sent by first-class US mail, addressed to: To the City: Ron Olson City Manager City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 To the District: Terry Sweeney Executive Director Corpus Christi Downtown Management District 223 N. Chaparral, Suite A Corpus Christi, Texas 78401 6 Section 5.11 Amendments or Counterparts. This Agreement may not be amended except by written Agreement approved by the governing bodies of the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original all of which shall constitute but one and the same instrument. Section 5.12 Modifications. No officer or employee of any of the Parties may waive or otherwise modify the terms in this Agreement, without the express action of the governing body of the Party. Section 5.13 Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. Section 5.14 Governing Law and Venue. This Agreement is be governed by the laws of the State of Texas. Venue for an action arising under this Agreement is in Nueces County, Texas. EXECUTED on the dates indicated below binding the respective parties as of the date of last signature. CITY OF CORPUS CHRISTI CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT By: By: Ronald L. Olson Terry Sweeney City Manager Executive Director Date: Date: ATTEST: Rebecca Huerta, City Secretary Approved as to Form City Attorney's Office Attachment A DMD Three — Year Strategic Plan 8 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT 111 CORPUS CHRISTI Alv" DOWNTOWN MANAGEMENT DISTRICT Who We Are The Corpus Christi Downtown Management District (DMD), established in 1993, is a professional Downtown management district representing property owners and stakeholders within the area bounded by Kinney Street to 1-37, and Lower Broadway to the Corpus Christi Marina L and T -Heads. In 2013, the property owners voted to renew the district through 2023. Staff Terry Sweeny, Executive Director Alan Albin, Special Projects Manager Casey Lain, Chairman Trey Bates, Vice Chairman Tim Heuston,Treasurer Glenn Peterson, Secretary Raju Bhagat Con Browne Raymond Gignac Joe Gonzalez Brad Lomax Wayne Lundquist Janet Maxwell Dee Dee Perez Michael Richline Jonathon Richter Harold Shockley, Jr. l What We Do Our mission is to create a successful, vibrant bayfront/seaside Downtown District and positively impact the greater Downtown area by proactively and strategically working with our partners to: • Provide enhanced cleaning, beautification and safety services. Develop and improve the district. Market and promote the district. Address critical issues that affect the success of District and greater Downtown area on behalf of our stakeholders and the regional community. What We Value Our Staff and Board believe we must value attributes and guiding principles that will make us successful. We call them "The Five B's of Success": 1. Be Results Driven & Accountable: Do More, Do It Better, Do It Now! 2. Be Passionate: Work Hard, Play Hard; Celebrate the Victories -Large and Small! 3. Be Strategic, Proactive, & Creative: Think Outside the Box, Make a Positive Difference Every Day! 4. Be a Winner, Possess A Can -Do, Winning Attitude: Our First Answer is, Yes we can! 5. Be Servant Leaders: Be of Value and Relevant. Collaborate, Partner, Problem Solve! Winning: What Does Mission Success Look Like? Cleaner, safer and more beautiful District. Attracting a wave of new District and Downtown investments and businesses. • Improved consumer perceptions of the District and Downtown. Attracting new financial resources and regional leadership to support the DMD mission. 3 Year Strategic Plan Process On May 22, 2014 the DMD Board gathered to participate in a retreat to develop a Three Year Strategic Plan. Following the Board retreat, DMD hosted a public open house to obtain public comment and help in prioritizing services and programs. Invitations were sent to City Staff, City Councilors, Collaborating Organizations, DMD Stakeholders and the general public. Following the open house, DMD also hosted a stakeholder luncheon allowing additional feedback. In all, nearly 100 people participated in this process and from this process the 2014- 2016 Three Year Strategic Plan was developed. Corpus Christi DMD Board of Directors November 2014 1•0.4,n 1?I w G. � [T d1-1 s YaW.,T 1 _i a 'r',1II 4 LW -:1 ti IL __ _, __ ...i '� ,I-1 hi N k - ,J� r — I._ �� rJ i f l5l J L w.i[a - ° n{ �:� I f I� _I!1 T l''' —� ° kJ SI.! I PAW 11.w4SM'A'/ im , !,1111- 7, F OUR WORLD Corpus Christi Downtown Management District The District and the Greater Downtown Area The District and Greater Downtown Area are anchored by a bayfront, beach and marina, parks and cultural, sports and convention and hospitality venues. It is the government, corporate and office center of the region. Residents, office workers and visitors enjoy local restaurants, vibrant night life and music scene, art galleries and museums and many water activities. Special events and cultural festivals draw thousands annually. It's central location with easy access by highway or local streets and close proximity to the airport make it easy for residents and visitors alike to access. Many artists, young professionals, empty nesters, students and service workers call it home. Priorities 1. Create a Clean, Safe and Beautiful District. 2. Develop and Improve Downtown 3. Market and Promote The District, The Businesses and The DMD Organization. 4. Build a More Effective, Visible and Proactive DMD Organization. 5. Make an Accessible District With Multi Modal Mobility. 6. Create, Manage and Build DMD (Organization) Events and Promote and Support District Events. Downtown Corpus Christi Challenges • Inadequate financial resources, small geographic District boundaries • Limited staffing • Lack of unifying vision and participation by regional corporate anchors • Disjointed efforts among organizations • Large transient population; street order crime, negative perceptions of safety and Downtown in general • Crumbling, infrastructure and lack of pedestrian/vehicular connectivity • Vacant, neglected, overvalued buildings and undeveloped land Di5tiict North Beach 04-05 06-07 08-09 10-11 District Operations Development & Improvement Marketing & Events Organizational Management Vision A sparkling Downtown by the sea anchored by a beautiful bay front and marina, leading corporations, premier restaurants, hotels and cultural venues, exciting cultural events and festivals, growing residential population and a thriving arts, live music and entertainment scene which attract thousands to visit, live, work and play. Outlook A growing pipeline of new commercial and infrastructure projects are ushering new momentum enhanced by one of the fastest growing regions in the country. The District and Greater Downtown Area feature a growing tourism industry and new entertainment destinations. More restaurants, bars and live music venues are opening. Attendance at cultural venues, special events and festivals continue to grow. Demand for living Downtown has led to record occupancy rates and is attracting new residential projects. A DISTRICT OPERATIONS Objective: Create a cleaner, safer, more beautiful and accessible District and Greater Downtown Area. Key Downtown Benchmarks: Business/property and consumer perceptions survey; crime statistics; visitorship, sales, infrastructure dollars invested and number of blocks improved in infrastructure projects, wayfinding program, multi -modal program development and participation. 43.5% OF BUDGET DMD Benchmarks Cleanliness Clean Team and Cleaning Partnership benchmarks Trash cans replaced and cigarette butlers installed Stakeholders engaged and partners recruited In the first three months on the job, DMD's Clean Team recorded the following results: 491 Block faces swept/cleaned 392 Bags of debris/trash collected 143 Sidewalks weeded/sprayed 114 Curbs painted, block faces 51 Customer contacts 38 Graffiti sites removed/re-painted 97 Volunteers & Staff 291 Hours of Painting 160 Block faces 0 Improve Cleanliness and Perceptions of Cleanliness • Grow DMD Clean Team (personnel, duties and hours). • Invest in necessary tools, supplies, equipment to maximize effectiveness/ impact. • Build Cleaning Partnership (recruit members/adopt standards). • Manage robust volunteer program to support cleanliness projects. • Work with City and stakeholders to replace outdated/deteriorated trash cans and increase cigarette butlers. Priority #1: Clean, Safe And Improve Safety and Perceptions of Safety • Create a Security Ambassador Program (link to strategy #2 and #3 be- low). • Partner with City to increase Downtown police presence (on -duty or off-duty bike/walking patrol and link with Security Ambassador Program and Safety Partnership). • Build Safety Partnership (recruit members, link via common radio/cam- eras monitored by Security Ambassadors and CCPD). • Proactively address all street order crimes and transient population is- sues in concert with City and advocate for necessary ordinance tools and aggressive enforcement. • Develop in concert with City a campaign to address giving money to panhandlers. Improve Beautification • Enhance maintenance of existing placemaking and landscape assets in concert with City and stakeholders. • Develop a beautification master plan and calendar. • Enhance and redefine Downtown vehicular and pedestrian gateways. Work with City, partnering organizations and private sector to identify projects and funding. • Implement mural painting program for electrical boxes and buildings. • Assess lighting and develop plan to enhance safety and to make architectural lighting and signage a signature element. • Research developing a District banner program Improve Accessibility, Infrastructure and Connectivity (Multimodal Mobility) • Convene City and stakeholders to prioritize infrastructure projects and advocate for the projects annually. • Provide construction mitigation services to minimize adverse effects of construction. • Work with City and stakeholders to develop and fund a comprehensive wayfinding program for greater Downtown area. • Conduct annual parking occupancy survey and vehicular and pedestrian counts for key intersections. • Develop/update parking management plan, to manage long term (off- street) and short term (on -street) customer parking supply. • Advocate for permitted parking Tots and minimum design and operational standards. • In partnership with City and Regional Transit Authority develop program to move customers within the District and between the greater Downtown area. • Advocate for investments to create a more bike and pedestrian friendly ("Complete Streets") Downtow Research feasibility of a bike -share program and obtain funding. • Work with City and Downtown stakeholders to plan for creating enhanced streets connecting with new Harbor Bridge. • Promote use of public pier for boaters to access Downtown Bike -Share Program Bike -Friendly Streets DMD Benchmarks Safety Security Ambassador benchmarks Off -Duty Police Bike Patrol benchmarks Safety Partnership benchmarks Beautification Placemaking/Landscape assets maintained Participants in beautification plan and calendar New Gateways created and maintained Murals and electrical boxes painted Lighting plan, project and participants Stakeholders engaged and partners recruited Accesibillity, Infrastructure, and Connectivity Contract with City for DMD to provide construction mitigation services Annual parking occupancy and vehicular and pedestrian counts report. Parking plan, permitted parking and operational/design standards. Wayfinding program Customer movement plan/program Bike share feasibility Downtown -Harbor Bridge connec- tion investment plan Boater promotion plan recruited 4 DEVELOPMENT & IMPROVEMEN) Objective: Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. Key Downtown Benchmarks: Occupancy and rental rates; new businesses, investment and projects; sales activity, business/property and consumer perceptions survey. 8.5% OF BUDGET Also known as Tax Increment Reinvestment Zone (TIRZ) #3 The Downtown TIF District was established to begin capturing tax increment from City in 2008 and Nueces County and Del Mar in 2009 and continues until 2028 at which time it will sunset. How it Works: At the creation of the TIF district, the base Assessed Valuation (AV) is established and remains at that level for the duration of the TIF. Tax revenue created by increased AV over time is captured by the TIF district and used to incent new development and fund revitalization. TIF District Stats (as of November 1, 2014) • 2013 Annual TIF Revenue: $635,000 • Current TIF Fund Balance: $1,551,000 Prosperity Bank has recently begun construction of its new $1.9 Million branch and offices, which is to be completed in 2015. e Attract new businesses and development and increase street level occupancy • Work with City to develop and aggressively utilize incentives like Tax Increment Finance (TIF) District revenues to support development. • Document real estate market and develop recruitment plan (vacancies and priority development and redevelopment sites; targeted prospects including artistic and creative businesses). • Create marketing materials to facilitate business and developer recruitment. • Work City and stakeholders to address vacant, blighted buildings (absentee property owners, vacant building ordinance). • Research creating a private sector led Downtown Development Fund/ Corporation to support new development. • Work with City to identify Downtown City —owned sites that can be put out for redevelopment by private sector. • Develop plan to attract more neighborhood services retail to support growing residential base. • Develop program in coordination with CCREDC, City to retain and attract corporations and office users to Downtown to increase office occupancy. • Work with City, private sector and educational institutions to create a post -secondary education student presence in Downtown. T ure is Here DMD Benchmarks Development & Street Occupancy Implementation of TIF and number of projects supported Development of recruitment plan and recruitment materials and number of prospect contacts Creation of Downtown Development Fund/Corporation Number of city -owned properties redeveloped by private sector Office retention/recruitment program Downtown university/college presence Organize and support businesses and improve urban design • Convene Merchants Association to mobilize stakeholders and develop programs to drive business. • Review, update and implement facade improvement program. • Develop sidewalk cafe program to make Downtown Corpus Christi an outdoor dining destination. • Work City and stakeholders to address vacant, blighted buildings, (absentee property owners, vacant building ordinance) and undeveloped land and unsightly surface parking lots (advocate for permitted parking lots and minimum design and operational standards). • Advocate for Downtown design guidelines. Review all downtown permits and work to enhance project designs. • Research developing a locally designated historic district. • Become an art -centered district. Pursue cultural district designation and research incentives and business support programs for artists and galleries. Promote Downtown Residential • Promote Downtown living options on website and other DMD tools. • Organize an annual Downtown Living Tour. • Research the feasibility of a Community Development Corporation to provide more residential development (mixed -income and affordable housing) along the entire housing continuum. • Develop Downtown residents association to engage residences and Now! New Prosperity Bank branch and offices under construction in downtown Corpus Christi :i.IiIi: - Mai' ,�, 11 1 lil LMI„m 1111 1111111 The Cosmopolitan is a new $24 Million mixed-use development in the heart of downtown Corpus Christi with 165 apartments and 3,800 sf of retail space opening in June 2015 (image courtesy of Realtex Properties). DMD Benchmarks Business & Urban Design Creation of Merchants Association and program statistics Facade improvement program statistics Sidewalk cafe program statistics Creation of urban design guidelines and process Promote Residential Website statistics Downtown Living Tour statistics Creation of Downtown Community Development Corporation Residents Association statistics Locate Business Downtown CC 1. Nearly $1 Billion in new projects planned or underway in Greater Downtown area 2. Vibrant water front and expanding Downtown Marina 3. Growing residential base and tourism market 4. TIF district to stimulate private sector development 5. Vibrant local music and arts scene • 1. Marina and Bayfront... the views, the boats, the beach! 2. City's best restaurants and bars are just steps away! 3. Home to the city's best events... Artwalk is just one of many! 4. Urban style apartments and condos. 5. Its green, fit living! Walk to work, bike along the seawall and take a dip at the beach! 6. Thriving art and music scene. 16% OF BUDGET Objective: Increase sales, visitorship and investment in the District and improve DMD vis- ibility through strategic marketing and developing/managing events. Key Downtown Benchmarks: Visitorship, occupancy and rental rates; new businesses, investment and projects; sales activity, business/property and consumer perceptions survey. DMD Benchmarks District & Business Consumer Perception and Business survey Marketing plan, dollars invested and leveraged (through partnerships) DMD and District brand DMD website and social media statistics E -newsletter DMD Database Earned media statistics The District and Businesses • Conduct consumer perception survey to benchmark perceptions and prioritize marketing dollar allocation and programmatic focus. • Develop a comprehensive marketing strategy/ plan to promote the District and businesses to local consumers and target audiences. Integrate merchants association into marketing program. • Enhance the DMD website and invest in social media tools to improve marketing of businesses, events, the District and the organization. • Enhance DMD and District brands. • Build and regularly update database of Downtown businesses, collaborating organizations, events, and property owners to improve communications with District stakeholders. • Grow email list and regularly communicate valuable information to our stakeholders and consumers via e -newsletter. • Promote the organization's activity and results, District success stories, through earned media efforts and DMD marketing tools. • Work with stakeholders to develop new marketing partnerships. House of Rock - Downtown Live Music Anchor €eIne to the ain Event! The Dia de Los Muertos Festival is held near the end of each year downtown Corpus Christi, with over 50,000 in attendance in 2014. Create, manage and support DMD and District events to increaase Downtown visitorship, event attendance and event and business revenue. • Enhance Corpus Christi 1st events - Improve website and social media tools. - Build staff, committee, volunteer and intern infrastructure and capacity. - Develop marketing plan. - Recruit sponsors and media partners. - Partner with City to enhance experience, safety and resource coordination and permitting process. - Research ways improve moving people between venues. • Develop programming/event(s) targeted at young professionals and recruit young leaders to assist in execution. (lead, live, work, play). • Support and assist District events and partner with organizations/ stakeholders to create new ones (focus on cultural, art, food and water based events). CORPUS CHRIS Embark_ Expbi e. Enloe. first wetrt.,r15ri, Live Music at the Executive Surf Club. Artsy, Eclectic... ...Local, Fun! DMD Benchmarks Corpus Christi 1st benchmarks District events benchmarks New event benchmarks Streamlined and coordinated approval process Artwalk attracts more than 5,000 people monthly. Artwork being produced at the Art Center of Corpus Christi Exhibit at K Space Contemporary Art Gallery. MANAGEMENT Objective: To proactively pursue the DMD mission by building an organization with ad- equate resources, technology and professional staff and engaged leadership, board members, stakeholders and volunteers. Key Downtown Benchmarks: Sales, investment, business/property and consumer perceptions survey. 32% OF BUDGET Attract more financial and leadership resources to support DMD's mission. • Increase revenue through interlocal agreements, service contracts and general fundraising. • Create an Advisory Council to engage and mobilize regional anchors/ resources and provide a conduit to support DMD mission. Develop new partnerships and collaborations to leverage organizational resources and proactively address and improve greater Downtown area. Build DMD's Organizational Capacity • Increase staff as necessary to improve effectiveness. • Upgrade technology resources to maximize organizational effectiveness. • Find a permanent, visible office location that meets organizational needs/mission. • Research best practices for organizing downtown revitalization to match organization and geographic foot print. • Join professional downtown or economic development organizations that support DMD mission, subscribe to professional journals and provide for staff development through conference attendance or continuing education. • Create a volunteer, board, stakeholder recognition program. Improve DMD's Relevance / Recognition • Serve as one-stop resource for information pertaining to current and perspective businesses, property owners, developer and other stakeholders. • Publish annual report and host annual meeting of stakeholders. DMD Activity Benchmarks DMD Revenue Advisory Council Partnerships and dollars leveraged Office location Staff Best practices report Marketing plan, dollars invested and leveraged (through partnerships) Earned media statistics DMD website and social media statistics E -newsletter Database Positive R New DMD retreat and open house:Thanks to the more than 100 stakeholders who paricipated in this planning process. m Three Year Strategic Plan Budget Projections • It will take a true public-private partnership to provide the services and implement the programs described in this Three Year Strategic Plan. To that end, DMD will work with the City of Corpus Christi, DMD property owners, regional corporate anchors and Downtown businesses to obtain the necessary dollars. The budget projections below reflect what DMD estimates will be needed and how it will be allocated to achieve the vision and success described in the plan. Income 2014-2015 2015-2016 2016-2017 Thi Yr. Total Assesment Income 190,000.00 205,000" 00 220.000.00 615,000.00 City Interlocal Agreement & Service Contract Income 420,000.00 440,000.00 455.000.00 1,315,000.00 Fundraising & Resource Recruitment 155,000.00 250,000.00 300,000.00 705,000,00 Sponsorships 25.000.00 25.000.00 30,000.00 80.000.00 Memberships 1 Merchants Association 5,000.00 5,500,00 6,000.00 16,500.00 Total Corpus Christi First Income 35.000,00 38.500.00 40,000.00 113,500.00 Total income 830,000.00 964,000.00 1,051,000.00 2,845,000.00 Expenses 2014-2015 2015-2016 2016-2017 Three Yr. Total District Operations 300,000.00 420,000.00 457,000,00 1,237,000,00 Develop and Improve 70,000.00 82,000.00 69,000.00 241,000.00 Marketing and Promotion 135,000.00 155,000.00 168,000.00 456,000.00 Organizalional Management 265,000.00 307,000.00 337,000.00 909,000.00 Total Expenses 830.000,00 964,000.00 1,051,000,00 2,845,000.00 esults and Partnerships DMD is committeed to developing and promoting its anchors, such as the Art Center of Corpus Christi (left - image coutesy of Gloria Hunter) and the Corpus Christi Marina (Above Right). • 44gri*r JiBC BANK. LENDING EXPERIENCE L -J EQUAL HOUSING LENDER MEMBER FDIC/INTERNATIONAL BANCSHARES CORPORATION 10.40 ibccom rpus Christ Downtow Management District 23 N. Chaparral Street orpus Christi, Texas 78401 361-882-2363 361-884-9591 Check us out online at: cctexasdmd.com www.facebook.com/DMDCC Special Thanks to IBC Corpus Christi for Sponsorship of This Publication Special Thanks to: Nick Gignac & Gignac Architects GIGNAC 1 ARCHITECTS www.gignacarchitects.com ATTACHMENT B DOWNTOWN MANAGEMENT DISTRICT — SECURITY PARTNERSHIP PROGRAM SCOPE OF SERVICES Overview/Summary In order to improve safety and perceptions of safety in the Downtown, the Corpus Christi Downtown Management District (DMD) is establishing a Safety & Security Partnership Program. As the "Security" portion of this program, the DMD shall provide the City with "boots on the ground" in two forms of security personnel — Bike Patrol Officers and Downtown Ambassadors. Additionally, the DMD will develop the "Safety" element by coordinating with private security resources throughout the District and working with Corpus Christi Police Department (CCPD) to provide training and establishing professional and technical networks that assist private property owners in providing safety to their tenants and customers. Bike Patrol Officers will be off-duty peace officers working as independent contractors to patrol the DMD. It is intended that the Bike Patrol Officers will wear their respective police uniforms will provide a visible, customer friendly presence, augmenting the current CCPD services in the area, to deter criminal behavior, maintain street order and make arrests when necessary. The Bike Patrol Officers will proactively address crime issues and interact with businesses and visitors to provide customer service assistance. Law enforcement duties contemplated by this agreement shall be performed in the discretion and control of the Bike Patrol Officers Downtown Ambassadors will patrol DMD on Segways. These Downtown Ambassadors shall be a customer friendly uniformed presence that will provide customer service, act as eyes and ears for the police patrolling the DMD and be a resource to report code violations and graffiti. Bike Patrol Officers will patrol in pairs. The Security Ambassadors may patrol individually or in pairs. Both patrols will be scheduled in a manner to provide the maximum impact to address street order issues and provide a visible presence during high -visit time periods. Both Bike Patrol Officers and Downtown Ambassadors patrols will be required to complete a DMD Orientation and Certified Tourism Ambassador Training. General Patrol Area The Bike Patrol Officers and the Downtown Ambassadors will patrol the DMD area from Kinney St. to 1-37 and from the Downtown Marina to Lower Broadway St. General Patrolling Hours It is anticipated that each patrol may provide at least 4,000 patrol hours (approximately 40 hours per week on average) during this time, depending on hourly rate and costs of insurance, equipment and repairs. BIKE PATROL OFFICERS Bike Patrol Area DMD will retain a Bike Patrol Supervisor who will work to recruit and schedule the Bike Patrol Officers. DMD will work with the Bike Patrol Supervisor to develop specific beats within the DMD boundaries described above. The Bike Patrol Officers' patrols will include Seawall, Marina, Streets, Sidewalks, Surface Parking Lots, Garages, Parks and Other areas as directed based upon crime trends and visitorship Bike Patrol General Responsibilities The Bike Patrol Officers shall patrol the DMD area and perform duties which include but are not limited to: Act as a visible police presence to deter criminal behavior, street order crime and enforce panhandling, trespass, public intoxication, camping and other ordinances. 21 Make arrests when appropriate and request transport. Interact with Downtown businesses and DMD Safety Partnership members to identify and address crime issues. Act as Downtown ambassadors, assisting motorists and pedestrians by providing directions. Coordinate patrolling with DMD Downtown Ambassadors and communicate regarding crime and other public safety issues. DOWNTOWN AMBASSADORS PATROL Patrol Area DMD shall provide Downtown Ambassadors and shall be responsible for developing their patrolling schedule. DMD will develop specific beats within the DMD boundaries that also will be coordinated with the Bike Patrol beats and will include the same areas described. Downtown Ambassador General Responsibilities The Downtown Ambassadors shall patrol the DMD area and perform duties which include but are not limited to: Act as a visible security presence to deter criminal behavior. Acts as eyes and ears of police. Report street order crime including panhandling, trespass, public intoxication, camping and other ordinances to the police. Identify and report code violations and work with Corpus Christi Code Enforcement to address. Interact with Downtown businesses and DMD Safety Partnership members to become aware and report crime issues. Act as Downtown ambassadors by providing visitor information, distributing maps and providing directions. Coordinate patrolling with DMD Off -Duty Police Bike Patrol and communicate with DMD Off -Duty Police Bike Patrol regarding crime and other public safety issues. BENCHMARKING DMD shall benchmark the activity and results of the Bike Patrol Officers and Downtown Ambassadors monthly and report it to the City of Corpus Christi on a quarterly basis. Benchmarks that will be tracked include: Bike Patrol Officer & Downtown Ambassadors Man Hours Logged Arrests Made Citations/Tickets Issued Code Violations Reported Graffiti Sites Reported Business Visited DMD Safety Partnership Members Visited/Contacts Made Tracking is intended to show trends over time. There are no quota requirement for citations or arrests. 22 ATTACHMENT C INSURANCE REQUIREMENTS DOWNTOWN SAFETY & SECURITY PROGRAM, PARTNER'S LIABILITY INSURANCE A. Partner shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. B. Partner shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Partners 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Partner shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 11. ADDITIONAL REQUIREMENTS A. Partner must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. An "All States endorsement shall be included for Companies not domiciled in Texas. 23 B. Partner shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Partner's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Partner shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Partner shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Partner agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Partner's agreement should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Partner's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Partner to stop work hereunder, and/or withhold any payment(s) which become due to Partner hereunder until Partner demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Partner may be held responsible for payments of damages to persons or property resulting from Partners performance of the work covered under this agreement. H. It is agreed that Partner's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. 24 I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 ins req. City Manager's Office Downtown Safety and Security Partnership Program Agreement with Downtown Management District 10/29//2014 ds Risk Mgmt. 25 INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT TO ENCOURAGE THE REDEVELOPMENT OF DOWNTOWN CORPUS CHRISTI This Interlocal Cooperation Agreement ("Agreement") is made between the Corpus Christi Downtown Management District ("DistrictDMD"), created under Chapter 375 of the Texas Local Government Code, and the City of Corpus Christi, Texas ("City") a municipal corporation. WHEREAS, the DistrictDMD and the City desire to enter into an Agreement under the Interlocal Cooperation Act to provide for Downtown Corpus Christi redevelopment ("Project"); Now, therefore, in consideration of the mutual covenants in this Agreement, the City and the DistrictDMD (each, "Party") authorized by appropriate actions of their governing bodies, agree as follows: Article I. DEFINITIONS "Corpus Christi Downtown Management District" means a municipal management district created under Chapter 375 of the Texas Local Government Code "Corpus Chri-sti Downtown Management District Boundary" means the area bounded to the north by Interstate Highway 37, to the south by Kinney Street, to the west by North Lower Broadway, and to the east by Corpus Christi Bay and includes the area within the Corpus Christi Marina. "Downtown Merchants Association Cooperative Marketing Program" m ns the Corpus Christi Downtown Management District's Marketing/Cooperative Advertising and retailers. to earn a profit. 11141 • goods or merchandise to consumers from a fixed individual lots for direct consumption by the purchaser. Article II. SERVICES 2.01 General Services Requested by City. In accordance with the DMD's Three Year Strategic Plan (Attachment A), DMD shall provide the following services to assist in the redevelopment of Downtown Corpus Christi: a. DMD Operations — Create a cleaner, safer, more beautiful and accessible DMD and Greater Downtown Area. b. Development & Improvement — Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. c. Marketing & Events — Increase sales, visitorship and investment in the DMD and improve DMD visibility through strategic marketing and developing/managing events. d. Organization Management — Continue to build organizational capacity, relevance and recognition in the community.l[AMB1] 2.402 Additional Services Requested by City. In addition to Tthe DistrictDMD's stated priorities in the Three Year Strategic Plan, the City requests specific activities to be undertaken by the DMD as follows: shall provide the following services to provide for the redevelopment of Downtown Corpus Christi: �. Work in conjunction with thc City to dm/clop ways to encourage and promote commerce in Downtown Corpus Christi. b. Maintain, continue, and enhance the current level of projects that provide for a more pedestrian friendly environment and encourage commerce, retail, and residential activities in Downtown Corpus Christi. It currently is delivering: i. Curb sweeping. ii. Landscaping. iii. Event activities. iv. Marketing. v. Park enhancements. coordinate its activities with thc City. base through: 1. Ensuring programs to improve image of Downtown Corpus Christi. 2 c. Promote the development and expansion of residential housing projects within Downtown Corpus Christi. [AMB2] (a) fLandscaping Advisory and Maintenance — Assist the City in planning optimal landscaping and greenery for public improvement projects. Assume maintenance for installed features upon completion of construction, as mutually agreed upon. (a -)(b) Property Management - Assist the City with code enforcement and rehabilitation projects within Corpus Christi, including ensuring the proper maintenance of vacant buildings, by acting as a resource to the City. - (c) g. Research - Conduct surveys of the owners of businesses and properties within Downtown Corpus Christi to determine their needs and priorities, also researching best practices, and fulfilling these needs and priorities. (c TIRZ #3 Administration - Assist the City with the establishment administration of a Tax Increment Reinvestment Zone #3 or public improvement district to support infrastructure improvements within Downtown Corpus Christi, and adjacent areas andi •• _ - _ _ - - _' _ representative to be appointed to the Board of Directors of such tax increment reinvestment zone or public improvement district. i. Recommend recommend projects for consideration of the City's Tax Increment Reinvestment Zone Numbcr 3 (TIRZ#3), and implement projects that accomplish goals of redevelopment, and at the request of the TI RZtt3 board of dircctors.make a recommendation to the City for one DMD representative to be appointed to the Board of Directors of TIRZ #3. {d)(e) j= Parking Advisory Committee- -Nominate two DistrictDMD representatives to be appointed members of the Parking Advisory Committee in compliance with Section 53-196(b)(1)(b), Code of Ordinances. Section 2.03 Safety & Security Partnership In accordance with the Safety & Security Partnership Scope of Services (Attachment B), DMD agrees to provide City with Bike Patrol Officers and Downtown Ambassadors to patrol the Downtown. DMD also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by DMD).The Bike Patrol Officers (may also walk or utilize Segways) will be Off -Duty Police Officers of the City Police Department who have received the necessary approvals from the City Police Chief. City shall compensate DMD in an amount of at least One Hundred Thousand Dollars ($100,000), subject to annual allocation by City Council, for services performed under the Partnership, including necessary supplies, liability insurance, equipment and 3 maintenance costs for the Partnership. DMD shall submit properly itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay DMD within thirty (30) days after receipt of such properly itemized invoices according to the Texas Prompt Payment Act. City and DMD agree that the police officers and security ambassadors are not employees of the City when contracted or employed by the DMD. As such, DMD solely responsible for all employment-related taxes. DMD acknowledges that the City is not responsible for any losses related to DMD's or the officers and ambassadors actions. DMD has no authority, express or implied, to bind or obligate City in any way. DMD shall maintain insurance coverage as outlined in Attachment C attached hereto and incorporated herein for all purposes.[AMB3] Section 2.042 Preliminary Annual Service pPlan. Each year, the DMD shall provide a Service Plan, which outlines the overall objectives of the DMD, to the City Manager. The Plan must describe the plan of action for the upcoming year, including a line item budget and significant initiatives. (a) Draft Plan - By August 1 of each year, the DMD shall prepare and deliver to the City Manager or the City Manager's designee ("City Manager") a preliminary plan to deliver services to Downtown Corpus Christi during next fiscal year.The preliminary plan must address City Council goals for Downtown Corpus Christi, including a plan to increase commerce in Downtown Corpus Christi, and must state the DistrictDMD's revenue received from the DistrictDMD's ad valorem taxes from the previous fiscal year. (a)(b) Final Plan — By October 1 of each year, the DMD shall submit a final plan to the City Manager. 2.3. Plan. The District shall provide its final plan ("Plan"), which outlines the overall objectives of the District, to the City Manager no later than July 1 of each year. a. The Plan must describe thc plan of action for thc upcoming year, including a o develop commerce in Downtown Corpus Christi must be • .e -e • c. Information necessary to describe the District's efforts to help promote and encourage commerce in Downtown Corpus Christi must be included.[AMB4] Section 2.05 City Obligations In order to support the DMD in accomplishing the objectives outlined in this agreement the City shall: (a) 2.4 The City agrees to Aappoint a representative from the City to serve in advisory capacity to the DistrictDMD's Board of Directors. (a)(b) Assist the DMD with its best efforts in order to carry out the objectives 4 outlined in the Agreement, including waiving of Administrative Fees, supporting DMD pre -approved, reoccurring special events in designated locations, and providing information, as requested by DMD. 2.5 The City agrees to have the Mayor or the District's City Council Representative meet with the District's Board of Directors every calendar quarter at the regularly scheduled Board of Director's meetings. Article III. FINANCIAL REQUIREMENTS Section 3.01 Subject to Annual Appropriations -The parties agree and understand that funding under this Agreement is subject to annual appropriations by the City Council, and that each fiscal year's funding must be included in the City's budget for that year. Funding is not effective until the City's budget is approved by the City Council. Section 3.02 City Match —In consideration for the DistrictDMD's performance under this Agreement (outside Section 2.03), City agrees to make payment to the DistrictDMD matching the DistrictDMD's revenue received from the DistrictDMD's ad valorem taxes each fiscal year . _ •• - • _ e :. ! ! !, in four equal quarterly payments, for work performed during the fiscal year. (a) The payments to the DistrictDMD will be based on the DistrictDMDs revenue received from the DistrictDMD's ad valorem taxes from the previous fiscal year, as certified by the Appraisal DMD by July 31 of the current calendar year, from the previous fiscal year. stated in the District's Preliminary Plan described in Section 2.2(b) of this Agreement. (b) The quarterly payments will be made no later than thirty (30) days after the last business day of the last month of each fiscal year quarter. If the DistrictDMD has not received their quarterly payment from the City by that due date, the DistrictDMD shall give the City Finance Director notice in writing no later than fifteen days (15) days after that missed due date, requesting payment. (c) The City's payments are contingent upon receipt of the DistrictDMD's Quarterly Report for each fiscal quarter, as required by Section 4.01 of this Agreement, within thirty (30) days of the end of that fiscal quarter. For example, the October 31, 2012 quarterly payment is contingent on receipt of the 2012 first quarter report by the City on or before November 30, 2012. (d) Any annual increase in the City's payments to the DistrictDMD may not exceed the percentage increase in ad valorem taxes received by the City over the prior year, unless mutually agreed upon by City and DMD., (e) In consideration for the District's performance under the Agreement for the 5 period of August 1, 2014 through September 30, 2014, the City agrees to pay the District the sum of $21,167.00. Thereafter the Cityfiscal year runs October 1 through September 30." Section 3.03 Use of Funds The DistrictDMD shall maintain use funds provided under this Agreement for purposes outlined herein and no other. may not commingle City funds with any other funds. Fund The funds provided for under this Agreement must be budgeted for administrative expenses. • and Board of Directors has approved the transfer.{AMB5} 3.4 Expenditures exceeding the total budgeted contract amount must be paid from clearly identified funds of the District. Section 3.045 Interest Earned - Interest earned on funds contributed to the DistrictDMD by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds. The interest earned is available for the DistrictDMD's use. Section 3.056 Fiduciary Duty - The parties agree that receipt of these funds creates a fiduciary duty of the DistrictDMD. Section 3.067 Audit Requirement The DistrictDMD shall provide an independent audit for expenditures of funds allocated under this agreement for each year based on its fiscal year. The DistrictDMD shall provide a copy of the independent audit to the City Manager within one hundred twenty (120) days after the end of the DistrictDMD's fiscal year, as an addendum to the Annual Report. The City has the right to its own audit of funds provided under this agreement, with appropriate prior notice to the DMD. Section 3.07-8 Generally Accepted Accounting Principles The accounting records and independent audit must conform to the accounting standards as promulgated by a Certified Public Accountant under Generally Accepted Accounting Standards Principles ("GAAPS")and to the requirements of applicable state Idaw, so as to include a statement of support, revenues and expenses, and balance sheets for all funds. 6 3.9 Any funds provided by the City that are not expended during the District's fiscal year must be returned to the City with the copy of the District's independent audit. Section 3A-03.08 Financial Records - The books of account of the funds held by the DistrictDMD must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, or the Director's authorized agents and representatives, during regular business hours of the DistrictDMD. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 3.12 If the District undertakes any special projects at the request of the City Council, the City will reimburse the District for its expenses, but not including the reimbursement for the time of District employees or other administrative expenses, within 30 days from billing by the District. Article IV. PERFORMANCE REPORTS & MEASUREMENT, Section4.01. Performance Reports; The DistrictDMD shall report quarterly to the City Council on its activities and work accomplished. The DistrictDMD shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within thirty (30) days of a request. /1.2 The Quarterly Performance Report is due within thirty (30) days after the end of each fiscal quarter and should include: a. A description of each project undertaken by the DistrictDMD in fiscal quarter. b. The status of projects. c. The amounts expended on each project. d. The accomplishments of its performance measures for the fiscal year, as specified in Article V of this Agreement. Section 4.02 Annual Report The DMD shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the objectives outlined in Section 2.01 of this Agreement. The DMD will prepare an Annual Report summarizing the accomplishments of the year. V. PERFORMANCE MEASURES. 5.1 The District shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the following: 7 a Formation and staffing of a residential development task force, to assist developers of property within the district. 2. Work cooperatively with the City's designee to promote redevelopment of downtown. 3. Work as a liaison with developers regarding code enforcement issues and requirements, and provide contact information for various City services (e.g., Neighborhood Services, Development Services, and Economic Development). /1. Support the City's efforts to educate downtown owners on local code • enforcement requirements. 5. Identify downtown development needs and proactively work with the City's designee in addressing those issues. b. Operate a Downtown Merchants Association Cooperative Marketing program. 1. Budget no Tess than five thousand dollars ($5,000.00) for joint advertising for Downtown merchants. 2. Devise and produce cooperative marketing for Downtown retailers. "-cc. new construction, improvements, or rehabilitation of property within the District. d. The District supports the City's Economic Development program to implement City's efforts with the annual Adopt Downtown project. c. Thc District provides quarterly rcports concerning economic, commercial, and demographic data within the District to the City Manager or their designated representative. f. Thc District continues to improve the cleanliness, landscaping, event activities, g. Increase taxable retail sales within the district. The District must obtain the required sales tax rcports from the State Comptroller's Office.{AM[37} 8 Article VT. MISCELLANEOUS Section 5.06:1. Implementation. The City Manager and Executive Director for the DistrictDMD are authorized and directed to take all steps necessary or convenient to implement this Agreement. Section 5.06:2. Warranty. This Agreement has been officially authorized by the governing body of the City and the DistrictDMD, and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective party to this Agreement. 1 . •• - services necessary to coordinate this Agreement, including providing the other party with a current list of contact information for each party. Section 5.036.4, Expending Funds. Any payment made by the DistrictDMD or the City for any of the costs or expenses that either incurs under this Agreement must be made out of current revenues available to the paying party as required by the Interlocal Cooperation Act. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by the City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. Section 5.04 6,5 Term of Agreement. The effective date of this Agreement ("Effective Date") is August 1, 2011 October 1, 2015, after the last approval by one of the Parties, - e- - _ _ _ _ . _ _ . - - - - - •• - - for a term of one year, and automatically renewings annually, unless either party cancels its participation by giving written notice to the other parties at least sixty days before the end of each annual term._ The continuation and renewal of this agreement is contingent upon the continued existence of the DistrictDMD. b. The term ending July 31,2014 is extended to September 30, 2014. Thereafter, the annual term of the Agreement Is adjusted to run October 1 through September 30. 9 Section 5.05 6.6 Severability. If any portion of this Agreement, or its application to any person or circumstance, is ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement is not affected and continues to be enforceable under its terms. Section 5.06 Nondiscrimination. DMD and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. Agreement. 6..8, Not for Benefit of Third Parties. This Agreement and all activities under this - . B r Section 5.07 Waiver. City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. Section 5.08 6,9 Immunity Not Waived. Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. Section 5.09 Competitive Procurement. In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by state law when making expenditures in excess of $50,000 for any single contract or for expenditures in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements.6.10 Breach. Any void ,[AMB8] . .........£.• - Section 5.106 Notices. te Any notice, correspondence or payment made pursuant to this Agreement shall be sent by first-class US mail, addressed to: must be made by (a) depositing the same in the in the United States mail, and the addrces of the Parties shall, until changed by written notice, be as follows: To the City: Ron Olson City Manager City of Corpus Christi City Manager P. O. Box 9277 Corpus Christi, Texas 78469-9277 To the District: Terry Sweeney Executive Director Corpus Christi Downtown Management Dislrict Attn: President 223 N. Chaparral, Suite A Corpus Christi, Texas 78401 Section 5.116.12. Amendments or Counterparts. This Agreement may not be amended except by written Agreement approved by the governing bodies of the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original all of which shall constitute but one and the same instrument. Section 5.12 6.13. Modifications. No officer or employee of any of the Parties may waive or otherwise modify the terms in this Agreement, without the express action of the governing body of the Party. Section 5.13 6.14. Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. Section 5.146.15. Governing Law and Venue. This Agreement is be governed by the laws of the State of Texas. Venue for an action arising under this Agreement is in Nueces County, Texas. k.. • Agreement. EXECUTED to be effective as of this day of CITY OF CORPUS CHRISTI By: Ronald L. Olson City Manager Date: , 2015. CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT By: Terry Sweeney Executive Director Date: ATTEST: Rebecca Huerta, City Secretary Approved as to Form City Attorney's Office 6 AGENDA MEMORANDUM First Reading for the City Council Meeting of September 22, 2015 Second Reading for the City Council Meeting of September 29, 2015 DATE: August 28, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 J. H. Edmonds, P. E., Director of Capital Programs jeffreye@cctexas.com (361) 826-3851 Construction Contract and Construction Materials Testing Contract Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012 CAPTION: Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest responsible bidder, Reytec Construction Resources, Inc.; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012) project. BACKGROUND AND FINDINGS: This project was approved in the Bond 2012, Proposition No. 1 Street Projects by the community in the general election held on November 6, 2012. At first, the City received bids for this project on July 30, 2014. On December 3, 2014, the City rejected all bids due to insufficient funding. The bid rejection allowed the City additional time to re- evaluate the project scope and design parameters. Subsequently, cost reductions were identified and construction documents were modified accordingly. As detailed below, the project was re -advertised as amended with new bids received on June 30, 2015. Brochure description: "Williams Drive from South Staples Street to Airline Road $1,700,000. This project will provide safety for pedestrians as well as increased capacity for traffic. Includes reconstruction to a 4 -lane road with two travel lanes in each direction, curb and gutters, combination pedestrian/bicycle concrete paths, ADA curb ramps, bus stop improvements, dedicated left turn lane at South Staples Street and Airline Road, lane striping and pavement markings. Also includes utility upgrades for storm water, water, wastewater and gas." Ordinance language: "Shall the City of Corpus Christi, Texas be authorized...to issue bonds...in the aggregate principal amount of $55,000,000...for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving and making permanent street improvements throughout the City, including (without limitation) constructing, reconstructing, restructuring and extending streets and thoroughfares and related sidewalks, streetscapes and collectors (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), with priority given to the following street projects...WILLIAMS DRIVE, generally from Staples Street to Airline Road (contingent on receipt of federal leveraging funds)." The proposed project consists of the reconstruction and widening of Williams Drive from Staples Street to Airline Road that includes the removal of approximately 3,200 linear feet of the existing two-lane road and replacement with a new four -lane road. All existing storm sewer, wastewater and water infrastructure will be improved, rehabilitated or replaced in accordance with the plans, specifications and contract documents. The project was prepared as a Base Bid and two (2) Additive Alternates, with the following scope: • Base Bid — Full reconstruction of existing hot mix asphaltic concrete (HMAC) pavement and replacement with new concrete pavement. The work includes upgrades to existing utilities within street section and new curb and gutter, sidewalks, and ADA -compliant handicap accessibility ramps. • Additive Alternate No. 1 — Replace current asphalt surface with new HMAC in lieu of concrete. • Additive Alternate No. 2 — Rehabilitates wastewater lines located outside of the street pavement section. On June 30, 2015, the City received proposals from three (3) bidders and the bidders: Contractor Base Bid Additive Alt. No. 1 Additive Alt. No. 2 Total Reytec Construction Resources, Inc. Houston, Texas $8,698,783.50 $33,672.00 $160,376.00 $8,892,831.50 Haas -Anderson Construction LTD Corpus Christi, Texas $9,522,845.25 -$501,162.70 $163,349.40 $9,185,031.95 Berry Contracting LP DBA Bay LTD Corpus Christi, Texas $9,730,337.10 -$439,902.95 $162,979.52 $9,453,413.67 OTHER CONSIDERATIONS: As shown above, this project was bid with Additive Alternate No. 1 to attain the lowest cost between HMAC and concrete. After receipt and reconciliation of all bids, concrete was the lowest cost and therefore chosen as the riding surface. Since this project is reimbursed through Federal participation and TxDOT, the lowest cost had to be chosen or all Federal and State funding would be lost. The engineer -of -record for this project, RVE, Inc., conducted a bid analysis of the three (3) proposals submitted in response to the City's bid solicitation. RVE, Inc. found that Reytec Construction Resources, Inc. has the experience and resources to complete the project. ALTERNATIVES: 1. Authorize execution of the construction contract and the construction materials testing contract. (Recommended) 2. Do not authorize execution of the construction contract and the construction materials testing contract. (Not Recommended) CONFORMITY TO CITY POLICY: Complies with statutes regarding construction procurement criteria; and complies with City Fiscal Policy. EMERGENCY/NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: Capital Budget Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $5,135,538.31 $6,927,300.00 $12,062,838.31 Encumbered / Expended Amount 1,155,100.00 $0.00 1,155,100.00 This item (construction) $8,698,783.50 $8,698,783.50 This item (testing) $112,135.00 $112,135.00 Future Anticipated Expenditures 1,014,029.81 1,014,029.81 BALANCE $3,980,438.31 $(2,897,648.31) $1,082,790.00 Fund(s): ST 32 RECOMMENDATION: City staff recommends approval of the construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid, and approval of the construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Ordinance Testing Contract ORDINANCE APPROPRIATING ANTICIPATED REVENUES; AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A CONSTRUCTION CONTRACT WITH REYTEC CONSTRUCTION RESOURCES, INC. OF HOUSTON, TEXAS IN THE AMOUNT OF $8,698,783.50 FOR THE BASE BID; AND TO EXECUTE A CONSTRUCTION MATERIALS TESTING CONTRACT WITH TOLUNAY-WONG ENGINEERS, INC. OF CORPUS CHRISTI, TEXAS IN THE AMOUNT OF $112,135 FOR WILLIAMS DRIVE PHASE 3 FROM STAPLES STREET TO AIRLINE ROAD (BOND 2012). BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is amended to add $3,760,000 of anticipated revenues from the Texas Department of Transportation to the Williams Drive, Phase 3 from Staples Street to Airline Road Street Improvement Project into Fund No. 3530 Street Capital Improvement Fund.. SECTION 2. Revenues and expenditures in the amount of $3,760,000 are increased in the FY 2015 Capital Improvement Budget adopted by Ordinance No 030303. SECTION 3. The City Manager or designee is authorized to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid for Williams Drive Phase 3 from Staples Street to Airline Road for the Total Base Bid. SECTION 4. The City Manager or designee is authorized to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012). ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED, this the day of ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor PROJECT BUDGET Williams Drive Phase 3 from Staples Street to Airline Road FUNDS AVAILABLE: Street CIP $ 2,938,038.31 Texas Department of Transportation (80% of Street and Storm Water Construction) 3,760,000.00 Storm Water CIP 1,600,000.00 Water CIP 177,500.00 Wastewater CIP 400,000.00 Gas CIP 20,000.00 FY 2016 Storm Water CIP 2,471,900.00 FY 2016 Water CIP 336,500.00 FY 2016 Wastewater CIP 340,100.00 FY 2016 Gas CIP 18,800.00 TOTAL $ 12,062,838.31 FUNDS REQUIRED: Construction Fees: Construction Total (Reytec Construction Resources, Inc.) $8,698,783.50 Streets $3,055,667.50 RTA 41,395.00 ADA 417,140.00 Sub -total Street Construction $3,514,202.50 Storm Water 4,214,474.00 Water 494,168.00 Wastewater 447,289.00 Gas 28,650.00 Sub -total Utility Construction 5,184,581.00 Contingencies (10%) 869,878.35 Design Fees: * Engineer (RVE) Original and Amendment Nos. 1 and 2 962,995.00 Engineer (R. H. Shackelford) 8,543.00 Engineer (L. Gurley) 10,442.50 Testing Fees: Geotechnical Services (Rock Engineering) 10,700.00 Construction Materials Testing (Tolunay-Wong Engineers) 112,135.00 Reimbursements: Contract Administration (Capital Programs/Capital Budget/Finance) (1.0%) 120,628.38 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services) (1.5%) 180,942.57 Misc. (Printing, Advertising, etc.) 5,000.00 TOTAL $10,980,048.31 ESTIMATED PROJECT BUDGET BALANCE $1,082,790.00 Construction Observation Services are included in this contract. Williams Drive Phase 3 ( Staples Street to Airline Road ) BOND 2012 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 AGREEMENT for Construction Materials Testing and Engineering Services This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home -rule municipal corporation ("CITY"), acting through its duly authorized City Manager or designee ("City Engineer"), and TOLUNAY-WONG ENGINEERS. INC., a Texas corporation or partnership ("LAB"), acting through its duly authorized representative who is Don R. Rokohl. P. E.. Branch Manager, which agree as follows: 1. DECLARATIONS. "CITY" desires to engage "LAB" to provide services in connection with City's project, described as follows: Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012 (Project No. E111161 ("PROJECT"). 2. SCOPE OF WORK. "LAB" shall provide services to the PROJECT in accordance with the accompanying Scope of Services and Fee Schedule attached as Exhibit "A" and the Terms and Conditions to AGREEMENT attached as Exhibit "B". 3. FEE. The "CITY" agrees to pay the "LAB" for services provided in accordance with Exhibit "A", Scope of Services and Fee Schedule under this AGREEMENT, a total fee not to exceed $112,135.00 (One Hundred Twelve Thousand One Hundred Thirty Five Dollars and Zero Cents). Monthly invoices will be submitted in accordance with Exhibit "C". 4. INDEMNIFICATION AND HOLD HARMLESS. The Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees as more fully set forth in Exhibit "D" 5. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. To the best of the City's knowledge, based upon currently available information, the only hazardous or toxic materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the PROJECT SITE are as follows: None. 6. OWNERSHIP OF DOCUMENTS. All documents including contract documents (plans and specifications), record drawings, contractor's field data and submittal data will be the sole property of the City and may not be used again by the "LAB" without the express written consent of the Director of Capital Programs. However, the "LAB" may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI TOLUNAY-WONG ENGINEERS, INC. -1 R 1Z.1141 Jeff Edmonds, P.E. (Date) Don R. Rokohl, P.E. (Date) Director of Capital Programs Branch Manager 826 South Padre Island Drive Corpus Christi, TX 78416 RECOMMENDED (361) 884-5050 Office Operating Department (Date) APPROVED Office of Management (Date) and Budget IVENGINEERING DATAEXCHANGEIVELMAPISTREETlE11116 WILLIAMS DRIVE PHASE 3 FROM STAPLES TO AIRLINEITESTING TOLUNAY WONGTESTING TOLUNAY WONG DOC APPROVED AS TO LEGAL FORM Assistant City Attorney (Date) for City Attorney ATTEST City Secretary Project No. E11116 Accounting Unit: 3496-043 Account: 550920 Activity: E11116 01 3496 EXP Account Category: 50920 Fund Name: Storm Water 2012A BD 2012 Encumbrance No. KIENGINEERING DATAEXCHANGEWELMAPISTREETTE11116 WILLIAMS DRIVE PHASE 3 FROM STAPLES TO AIRLINEITESTING TOLUNAY WONGITESTING TOLUNAY WONG DOC 10 Tolunay-Wong Engineers, Inc. 828 Soulh Padre Island Drive Corpus Christl, Texas 78415 Phone: (351) 884-5050 July 13, 2015 City of Corpus Christi Department of Major Projects 1201 Leopard Street, Suite 300 Corpus Christi, Texas 78401 Via e -Mail: JohnM2l®cctexas.com Phone: Attn: Re: (361) 826-3500 Mr. John Maggiore Construction Materials Testing Servkes For. WIWAMS DRIVE IMPROVEMENTS PHASE 3 Staples Street to Airline Road Corpus Christi, Texas City Project No. E11116 TWE Proposal No. P15-0069 Mr. Maggiore: Tolunay-Wong Engineers (TWE) appreciates the opportunity to submit our detailed proposal to provide construction materials testing and inspection services for the above referenced project. Upon your favorable review, we would appreciate the opportunity to meet with you to discuss the details of our proposal, as well as answer any questions you may have regarding its content. Toiunay-Wong Engineers has established a reputation for excellence in the materials engineering field through a business philosophy based on quality professional services responsive to the needs of our clients. We thank you for the opportunity to serve you with this philosophy and your consideration for this project. If we may be of immediate assistance, please do not hesitate to contact this office. Respectfully submitted, Tolunay-Wong Engineers, Inc. Ved hk Don R. Rokohl, P.E. Branch Manager drokohl@itweinc.com DRR/drr Geotechnkal Engineering *Environmental Held and Consulting Services •ConsrrucUon Materials Testing •Deep Foundations resting EXHIBIT "Ate Page 1 of 5 Totuney-Wong Engineers. Inc. July 13, 2015 Proposal No. P15.0069 Page 2 of 5 INTRODUCTION TWE understands the importance of this project to you and the special needs associated with construction of a project of this type. Of particular Importance is for the overall project team to be comprised of experienced professionals working together toward a common objective. This objective is to obtain a quality project, meeting the intent of the project specifications, as well as compiedon on schedule and within budget. From our Corpus Christi facility located at 826 South Padre Island Drive, we will provide experienced engineering technicians to perform the on-site testing and inspection services. Additionally, we meet the requirements of ASTM E-329 "Standard Practice for Inspection and Testing Agencies for Concrete, Steel and Bituminous Materials Used in Construction" regarding qualifications of the testing laboratory. Furthermore, our Corpus Christi laboratory is accredited in construction materials testing by the American Association of Laboratory Accreditation (A2LA). WORK PLAN TWE's approach to providing materials testing services Is to assign qualified engineering technicians, directed by Senior Professional Engineers, experienced in their respective disciplines. Our assigned Project Manager will provide communication, service direction, and overall project coordination. It is presumed that the contractor and ready -mixed concrete producer will he encouraged to provide their own formalized quality control program separate and apart from our acceptance inspection/testing program stated herein. We anticipate providing the majority of the required testing services for this particular project on a "part- time" basis. The anticipated services required on this project are as follows: A. In -Place Soil Compaction (nuclear method) B. Cast In -Place Portland Cement Concrete Inspection/Testing C. Hot Mix Asphalt Concrete Inspection/Testing Alt reports of materials tests and inspection services provided will be issued to appropriate members of the project team. In the event individual reports Indicate potential problems or items of non-conformance to the project specifications, you will be contacted as soon as possible. SCOPE OF SERVICES The specific materials monitoring services and laboratory tests anticipated for this project are as follows: A. In -Place Soil Compaction (Nuclear Method) • The technician will obtain samples of soil, borrow material and/or base materials and deliver them to our laboratory facility for testing. Laboratory testing will include Moisture/Density Relationships, Atterberg Limit determinations and sieve analysis. • The technician will perform in-place compaction testing (nuclear method) at the frequency required by the project specifications to determine the moisture content and degree of compaction. GeotechnkoIEngineering •Envkonmental Fled and Consulting Servkes •Construction Moteriols Testing *Deep Foundations Testing EXHIBIT "A" Page 2 of 5 Tolunay-Wong Engineers. Inc. July 13. 2015 Proposal No. P15-0069 Page 3015 B. Cast In -Place Portland Cement Concrete Monitoring/Testing • The technician will sample the concrete in order to perform standard field tests and prepare test cylinders and/or beams in accordance with project specifications. The frequency of sampling will also be as directed by the project specifications. Standard field tests include slump, air content and temperature for normal weight concrete and will also include unit weight on all samples of lightweight concrete. • TWE will cure the test specimens and perform compressive strength tests at the age designated by project specifications. • The technician will visually estimate the slump of each bad of concrete delivered and perform actual slump tests and other standard field tests when test specimens are prepared, or as necessary to evaluate concrete consistency. • The on-site technician will monitor the concrete temperature, ambient temperature, mixing time, and placement procedures. The technician will also sample concrete at the frequency specified In the project specifications. • The technician will record detailed information regarding the location of the placement, date of the placement, concrete mixture strength requirement and all other pertinent information. C. Hot Mix Asphalt Concrete Inspection/Testing • During lay down of hot mix asphalt concrete, the technician will obtain and record temperature of the mixture and obtain samples for laboratory testing. • After lay down and compaction, the asphalt will be cored to determine and record in-place thickness, % air voids, and laboratory density. The in-place % air voids and In-place theoretical density will be determined from the asphalt cores in the laboratory. • The asphalt samples obtained during lay down will tested in the laboratory for extraction and gradation, laboratory density and stability, and maximum theoretical density (rice method). COST ESTIMATE & GENERAL NOTES In this section of the proposal you will find our cost estimate. Additional services or tests requested and not specifically addressed below will be invoiced per the standard fees set forth in our 2015 Fee Schedule. Based on information provided to us at this time and an estimated construction schedule, we have established what we believe is the most realistic cost estimate for this protect. Please remember that the units stated are only an estimate. Due to factors beyond our control such as weather, unforeseen conditions, subcontractor expertise, subcontractor scheduling, etc., the cost of our services may vary from the estimated amount. We estimate the cost of the construction materials testing for our proposed Scope of Services will be 5112.135.00 as detailed in the following section, although all services will be invoiced on a time and materials basis. Geotechnical Engineering *Environmental Field and Consulting Services *Construction Materials Testing *Deep Foundatlans Testing EXHIBIT "A" Page 3 of 5 OpTolunay-Wong Engineers, Inc. July 13, 2015 Proposal No. P15»C069 Page 4&5 A minimum 4 -hour labor equivalent charge is applicable for all field testing and inspection services. Overtime rates for field personnel are applicable for all hours worked in excess of 8 hours per day, weekends, and holidays and are assessed at 1.5 times the standard rates. All field hours win be charged portal to portal from our Corpus Christi laboratory. All sample pickups will be charged travel time from portal to portal and will include associated vehide charges. Administrative costs, Engineering consultation and evaluation in connection with field and laboratory testing services will be charged at a rate of approximately one hour for each 20 hours of field work performed. Our prices include copies of our reports distributed through e-mail in accordance with your instructions. Additional copies mailed at $0.50 per page. Direct expenses incurred in connection with the project will be invoiced at cost plus 15% for handling. Travel and lodging expenses for out of town assignments will be invoiced at cost plus 15% or $125.00 per day, whichever is greater. Our terms are net 30 days upon receipt of invoice. Invoices will be submitted on a monthly basis. Geotechnkol Engineering 'Environmental Re1d and Consulting Services • Construction Materials Testing *Deep Foundations Testing EXHIBIT "A" Page 4 of 6 10 Tolunay-Wong Engineers. Inc. July 13, 2015 Proposal No. P15.0019 Page 5 015 COST ESTIMATE SUMMARY Description I Unit I Quantity l Rate I Extension Concrete Testing Mix Design Review ea. 2 $200.00 $400.00 2 Concstruction Materials Technician, HR. ea. 500 $50.00 $25,000.00 3 Vehicle Charge per trip ea. 75 $75.00 55,625.00 4 Sample Pick Up Per Trip ea. 40 $175.00 $7,000.00 5 Comp. Strength of Concrete Cylinders ea. 550 $18.00 $9,900.00 Soils and Flexible Base Material 6 Concstruction Materials Technician, HR. ea. 600 $50.00 $30,000.00 7 Vehicle Charge per trip ea. 50 $75.00 $3,750.00 8 Sample Pick Up Per Trip ea. 6 5175.00 $1,050.00 9 Nuclear Density Guage Per Day ea. 42 $50.00 $2,100.00 10 Standard Compaction Effort - ASTM D698 (Proctor) ea. 4 $150.00 $600.00 11 Modified Compaction Effort - ASTM DI 557 (Proctor) ea. 2 $175.00 $350.00 12 Atterberg Limits ea. 8 $65.00 $520.00 13 Sieve Analysis - ASTM D3282 ea. 4 $60.00 $240.00 14 Percent Finer Minus No. 200 - ASTM D1140 ea. 4 $40.00 $160.00 15 Wet Ball Mill Test ea. 1 $150.00 $150.00 16 TxDOT Triaxial Test ea. 1 $1,100.00 51,100.00 Subgrade (Lime Treated) 17 I Atterberg Limits I ea. I 6 I 565.00 I $390.00 Hot Mlx Asphalt Concrete 18 Asphalt Technician, HR ea. 100 $50.00 $5,000.00 19 Extraction/Gradation ea. 11 $250.00 $2,750.00 20 Lab Density & Stability ea. 11 $205.00 52,255.00 21 Theoretical Density (Rice Method) ea. 11 $85.00 $935.00 22 Thickness Cores - In Place ea. 27 $100.00 $2,700.00 23 Core Bulk Density ea. 27 $55.00 $1,485.00 21 Asphalt Binder Content ea. 1 $75.00 $75.00 Project Management 19 Project Manager, Hr. ea. 60 $100.00 $6,000.00 20 Administrative Support, Hr. ea. 60 $50.00 $3,000.00 Total Cost Estimate $112,135.00 Geatechntcal Engineering •Environmental Fkld and Consulting Services •Constn,ctlan Materials Testing *Deep Foundations Testln TERMS AND CONDITIONS TO AGREEMENT ARTICLE 1. SERVICES: "LAB" will: 1.1 Provide only those services requested by "CITY ENGINEER" that, in the opinion of "LAB", lie within the technical or professional areas of expertise of "LAB" and which "LAB" is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision of a licensed professional engineer and in compliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable, and other standards designated in writing by the "CITY ENGINEER." 1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services performed indicating, where applicable, compliance with the PROJECT specifications or other contract documents. Such reports must be complete and factual, citing the tests performed, methods employed, values obtained, and parts of the structure of THE PROJECT area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the "CITY ENGINEER", or his authorized representative, documentation of such calibration. Secure representative samples of those materials that the City's Contractor proposes to use which require testing, together with relevant data concerning such materials including the point of origin and supplier. 1.5 Consider reports to be confidential, and distribute reports only to those persons, organizations or agencies specifically designated in writing by the "CITY ENGINEER". 1.6 Retain records relating to services performed for "CITY" for a period of two years following submission of any reports, during which period the records will be made available to the "CITY" at all reasonable times. 1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes, and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or authorized representative will: 2.1 Provide "LAB" with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by "LAB". 2.2 Issue authorization in writing giving "LAB" free access to THE PROJECT site, and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the "CITY's" representative with respect to "LAB'S" services to be performed under this AGREEMENT and which must be promptly notified by "LAB" when it appears that materials tested or inspected are in non- compliance. Only the "CITY ENGINEER" or his designated representative have authority to transmit instructions, receive information and data, interpret and define the CITY's policies and decisions with respect to THE PROJECT. "LAB" acknowledges that certain "CITY" representatives may have different types of authority concerning THE PROJECT. 2.4 Advise "LAB" sufficiently in advance of any operations so as to allow for assignment of personnel by "LAB" for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. EXHIBIT "B" Page 1 of 3 2.5 Direct THE PROJECT contractor, either by the Construction Contract or direct written order to: (a) Stop work at the appropriate times for "LAB" to perform contracted services; (b) Furnish such labor and all facilities needed by "LAB" to obtain and handle samples at THE PROJECT and to facilitate the specified inspection and tests; (c) Provide and maintain for use of "LAB" adequate space at THE PROJECT for safe storage and proper curing of test specimens which must remain on THE PROJECT site prior to, during, and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 "LAB", by the performance of services covered hereunder, does not in any way assume, abridge or abrogate any of those duties, responsibilities or authorities with regard to THE PROJECT which, by custom or contract, are vested in THE PROJECT architects, design engineers, or any other design agencies or authorities. 3.2 "LAB" is not authorized to supervise, alter, relax, enlarge or release any requirement of THE PROJECT specifications or other contract documents nor to approve or accept any portion of the work. "LAB" does not have the right of rejection or the right to stop the work. "CITY ENGINEER" will direct THE PROJECT contractor to stop work at appropriate times for "LAB" to conduct the sampling, testing, or inspection of operations covered by the AGREEMENT. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 "CITY" and "LAB" agree that "LAB" will be on-site to perform inspections for contracted services. The "CITY" and "LAB" also agree that "LAB" will not assume responsibility for PROJECT Contractor's means, methods, techniques, sequences or procedures of construction, and it is understood that the final services provided by "LAB" will not relieve the PROJECT Contractor of his responsibilities for performing the work in accordance with THE PROJECT plans and specifications. For the purposes of this AGREEMENT, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by "LAB" as specified in the AGREEMENT. Continuous monitoring by "LAB" or its subcontractors does not mean that "LAB" is approving placement of materials. Inspection is not and should not be construed to be a warranty by "LAB" to the "CITY" or any other party. 4.2 Samples collected or tested by "LAB" remain the property of the "CITY" while in the custody of the "LAB". "LAB" will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, "LAB" will dispose of non- hazardous samples, and return hazardous, acutely toxic, or radioactive samples and samples containers and residues to "CITY". "CITY" agrees to accept such samples and samples containers. ARTICLE 5. STANDARD OF CARE AND WARRANTY Services performed by "LAB" will be conducted in a manner consistent with that level of care and skill ordinarily exercised by reputable members of the profession currently practicing under similar conditions in the same locality. No other warranty either expressed or implied is made or intended by the AGREEMENT or any reports. "LAB" will not be responsible for the interpretation or use by others of data developed by "LAB". ARTICLE 6. SAFETY "CITY" and "LAB" agree that, in accordance with the generally accepted construction practice, the PROJECT'S general contractor will be solely and completely responsible for working conditions on THE PROJECT, including safety of all persons and property during the performance of the work, and for EXHIBIT "B" Page 2 of 3 compliance with all municipal, state, and federal laws, rules and regulations, including OSHA. The duty of "LAB" in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the PROJECT'S general contractor's safety measures in, on, or near THE PROJECT site. ARTICLE 7. INVOICES AND PAYMENT "LAB" will submit progress invoices to "CITY ENGINEER" monthly and final invoice upon completion of services. Each invoice is due and payable by "CITY" within 30 days of receipt and approval to pay by the City Engineer. ARTICLE 8. EXTENT OF AGREEMENT 8.1 This AGREEMENT, including Exhibit "A" and these terms and conditions, represents the entire AGREEMENT between "CITY" and "LAB" and supersedes all prior negotiation, representations or agreements, written or oral. This AGREEMENT may be amended only by a written instrument signed by duly authorized representative of "CITY" and "LAB". If any conflict occurs between these terms and conditions and this AGREEMENT, these terms and conditions are controlling. 8.2 In the event that any one or more of the provisions contained in this AGREEMENT are for any reason held invalid, illegal or unenforceable in any respect, the remaining terms will be in full effect and this AGREEMENT will be construed as if the invalid or unenforceable matters were never included in this AGREEMENT. No waiver of any default will be a waiver of any future default. 8.3 Neither party will assign this AGREEMENT without the express written approval of the other, but "LAB" may subcontract laboratory procedures as "LAB" deems necessary to meet the obligations of this AGREEMENT. EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Total Contract Amd No. 1 Amd No. 2 Contract Amount Previous Invoiced Invoice Total Invoice Percent Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Sample form for: Payment Request Revised 07/27/00 Exhibit "D" Mandatory Requirements INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend lndemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. EXHIBIT "D" Page 1 of 1 W r City of � us SUPPLIER NUMBER TO BE ASSIGNED BY CII Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Tolunay-Wong Engineers, Inc. P. O. BOX: N/A STREET ADDRESS: 826 South Padre Island Drive CITY: Corpus Christi ZIP: 78416 FIRM IS: 1. Corporation 4. Association 2. Partnership 8 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this pageor attach separate sheet. 1. State the names of each employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm' Name Job Title and City /if Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name IV /111 Committee Board, Commission or 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FANG REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION certify that all information provided is true and correct as of the date of this statement, that have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Don R. Rokohl, P.E. Title: Branch Manager Ripe or Print) Signature of Certifying Person: ID — g- PaU), DEFINITIONS Date: Z _ I I. 15 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. g. ( t1 Air Texas Department of Transportation 1701 SOUTH PADRE ISLAND DRIVE • CORPUS CHRISTI, TEXAS 78416 • (361) 808-2300 March 21, 2012 Jamie Pyle, P.E., R.P.L.S., C.F.M. Engineering Project Manager City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78467-9277 Dear Ms. Pyle, Attached is the fully executed Advanced Funding Agreement for the City of Corpus Christi Construct Additional Lanes Williams Dr. 0916-35-168. Please retain this copy for your records. Thank you for your assistance to this matter. Cordially, 0,)-1Thr1 -e) Robin Ramirez Special Projects Coordinator Texas Department of Transportation (361) 808-2233 robin.ramirez@txdot.gov MAR 04 2r13 THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT For A Metropolitan Mobility/Rehabilitation Project Off -System THIS AGREEMENT is made by and between the State of Texas, acting by and through the Texas Department of Transportation called the "State". and the City of Corpus Christi, acting by and through its duly authorized officials, called the "Local Government " WITNESSETH WHEREAS. federal law establishes federally funded programs for transportation improvements to implement its public purposes: and WHEREAS, the Texas Transportation Code. Sections 201.103 and 222 052 establish that the State shall design, construct and operate a system of highways in cooperation with local governments, and WHEREAS, federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds; and WHEREAS. the Texas Transportation Commission passed Minute Order Number 112696, authorizing the State to undertake and complete a highway improvement generally described as construct additional travel lanes and access improvements on Williams Drive from Airline Road to Staples Street called the "Project": and, WHEREAS the Governing Body of the Local Government has approved entering into this agreement by resolution or ordinance dated3 f , 2012-, which is attached to and made a pari of this agreement as Attachment "A" for t le improvement covered by this agreement. A map showing the Project location appears in Attachment "B," which is attached to and made a part of this agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as set forth in this agreement, it is agreed as follows AFA-AFA_LongGen Page 1 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development AGREEMENT 1. Period of the Agreement This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed This agreement shall remain in effect until the Project is completed or unless terminated as provided below. 2. Scope of Work Construct additional travel lanes and access improvements on Williams Drive from Airline Road to Staples Street as shown on Attachment "B".] 3. Local Project Sources and Uses of Funds A. The total estimated cost of the Project is shown in the Project Budget — Attachment -C", which is attached to and made a part of this agreement. The expected cash contributions from the Federal or State government, the Local Governments, or other parties is shown in Attachment "C". The State will pay for only those project costs that have been approved by the Texas Transportation Commission The State and the Federal Government will not reimburse the Local Government for any work performed before the federal spending authority is formally obligated to the Project by the Federal Highway Administration. After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. B. If the Local Government will perform any work under this contract for which reimbursement will be provided by or through the State, the Local Government must complete training before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled Local Government Project Procedures Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project C. This Project cost estimate shows how necessary resources for completing the Project will be provided by major cost categories. These categories may include but are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of environmental assessment and remediation; (4) cost of preliminary engineering and design; (5) cost of construction and construction management; and (6) any other local project costs. D. The State will be responsible for securing the Federal and State share of the funding required for the development and construction of the local Project. If the Local Government is due funds for expenses incurred, these funds will be reimbursed to the Local Government on a cost basis. E. The Local Government will be responsible for all non-federal or non -state participation costs associated with the Project, including any overruns in excess of the approved local AFA-AFA_LongGen Page 2 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development project budget unless otherwise provided for in this agreement or approved otherwise in an amendment to this agreement. F. Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum, this amount shall equal the Local Government's funding share for the estimated cost of preliminary engineering for the Project. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall remit its remaining financial share for the State's estimated construction oversight and construction cost. G. In the event that the State determines that additional funding by the Local Government is required at any time during the Project, the State will notify the Local Government in writing. The Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification. H. Whenever funds are paid by the Local Government to the State under this agreement, the Local Government shall remit a check or warrant made payable to the "Texas Department of Transportation Trust Fund.' The check or warrant shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied to the State Project. I. Upon completion of the Project. the State will perform an audit of the Project costs Any funds due by the Local Government, the State, or the Federal government will be promptly paid by the owing party. If. after final Project accounting, excess funds remain in the escrow account. those funds may be applied by the State to the Local Government's contractual obligations to the State under another advance funding agreement with approval by appropriate personnel of the Local Government. J. The State will not pay interest on any funds provided by the Local Government. K. If a waiver has been granted, the State will not charge the Local Government for the indirect costs the State incurs on the local Project, unless this agreement is terminated at the request of the Local Government prior to completion of the Project. L. If the Project has been approved for a "fixed price" or an "incremental payment'. non- standard funding or payment arrangement under 43 TAC §15.52, the budget in Attachment C will clearly state the amount of the fixed price or the incremental payment schedule. M. If the Local government is an Economically Disadvantaged County and if the State has approved adjustments to the standard financing arrangement, this agreement reflects those adjustments. N. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this contract or indirectly through a subcontract under this contract. Acceptance of funds directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit 0. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party. A FA-AFA_LongGen Page 3 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CF DA # 20.205 Not Research and Development P. The Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by the State no more frequently than monthly. and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred. and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. Q. The State will not execute the contract for the construction of the Project until the required funding has been made available by the Local Government in accordance with this agreement. 4. Termination of this Agreement This agreement shall remain in effect until the project is completed and accepted by all parties. unless: A. The agreement is terminated in writing with the mutual consent of the parties: B. The agreement is terminated by one party because of a breach, in which case any cost incurred because of the breach shall be paid by the breaching party; C. The Local Government elects not to provide funding after the completion of preliminary engineering, specifications, and estimates (PS&E) and the Project does not proceed because of insufficient funds. in which case the Local Government agrees to reimburse the State for its reasonable actual costs incurred during the Project; or D. The Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds, in which case the State may in its discretion terminate this agreement. 5. Amendments Amendments to this agreement due to changes in the character of the work. terms of the agreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon. written amendment. 6. Remedies This agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this agreement and shall be cumulative 7. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to the State of a delay resulting from the Local Government's failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. The Local Government will not be reimbursed with federal or state funds for the cost of required utility work. The Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Government shall provide, at the State's request, a certification stating that the Local Government has completed the adjustment of all utilities that must be adjusted before construction is completed. AFA-AFA_LongGen Page 4 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus : hristi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development 8. Environmental Assessment and Mitigation Development of a transportation project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal -aid projects. A. The Local Government is responsible for the identification and assessment of any environmental problems associated with the development of a local project governed by this agreement. B. The Local Government is responsible for the cost of any environmental problem's mitigation and remediation. C. The Local Government is responsible for providing any public meetings or public hearings required for development of the environmental assessment. Public hearings will not be held prior to the approval of project schematic. D. The Local Government is responsible for the preparation of the NEPA documents required for the environmental clearance of this Project E. Before the advertisement for bids. the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 9. Compliance with Texas Accessibility Standards and ADA All parties to this agreement shall ensure that the plans for and the construction of all projects subject to this agreement are in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation. under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L 101-336) (ADA). 10. Architectural and Engineering Services The Local Government has responsibility for the performance of architectural and engineering services. The engineering plans shall be developed in accordance with the applicable State's Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the special specifications and special provisions related to it. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects riot on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. In procuring professional services, the parties to this agreement must comply with federal requirements cited in 23 CFR Part 172 if the project is federally funded and with Texas Government Code 2254, Subchapter A. in all cases. Professional contracts for federally funded projects must conform to federal requirements, specifically including the provision for participation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental matters. 1 1. Construction Responsibilities A. The Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional AFA-AFA_LongGen Page 5 of 13 Revised 05/0612011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. The Local Government will use its approved contract letting and award procedures to let and award the construction contract. C. Prior to their execution, the State will be given the opportunity to review and approve contract change orders. D. Upon completion of the Project, the party constructing the Project will issue and sign a "Notification of Completion" acknowledging the Project's construction completion. E. For federally funded contracts, the parties to this agreement will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form "FHWA-1273" in the contract bidding documents. If force account work will be performed. a finding of cost effectiveness shall be made in compliance with 23 CFR 635. Subpart B. 12. Project Maintenance The Local Government shall be responsible for maintenance of locally owned roads after completion of the work and the State shall be responsible for maintenance of state highway system after completion of the work if the work was on the state highway system. unless otherwise provided for in existing maintenance agreements with the Local Government. 13. Right of Way and Real Property A. Right of way and real property acquisition shall be the responsibility of the Local Government Title to right of way and other related real property must be acceptable to TxDOT before funds may be expended for the improvement of the right of way or real property. B. If the Local Government is the owner of any part of the Project site under this agreement, the Local Government shall permit TxDOT or its authorized representative access to occupy the site to perform all activities required to execute the work. C. All parties to this agreement will comply with and assume the costs for compliance with all the requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970. Title 42 U.S.C.A. Section 4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to the Local Government, and benefits applicable to the relocation of any displaced person as defined in 49 CFR Section 24.2(g). Documentation to support such compliance must be maintained and made available to TxDOT and its representatives for review and inspection. D. The Local Government shall assume all costs and perform necessary requirements to provide any necessary evidence of title or right of use in the name of the Local Government to the real property required for development of the Project. The evidence of title or rights shall be acceptable to TxDOT, and be free and clear of all encroachments. The Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop the Project according to the approved Project plans. The Local Government shall be responsible for securing any additional real property required for completion of the Project. A FA-AFA_LongGen Page 6 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development E. In the event real property is donated to the Local Government after the date of TxDOT's authorization. the Local Government will provide all documentation to TxDOT regarding fair market value of the acquired property. TxDOT will review the Local Government's appraisal, determine the fair market value and credit that amount towards the Local Governments financial share. If donated property is to be used as a funding match. it may not be provided by the Local Government. TxDOT will not reimburse the Local Government for any real property acquired before execution of this agreement and the obligation of federal spending authority. F. The Local Government shall prepare real property maps, property descriptions, and other data as needed to properly describe the real property and submit them to TxDOT for approval prior to the Local Government acquiring the real property. Tracings of the maps shall be retained by the Local Government for a permanent record. G. The Local Government agrees to make a determination of property values for each real property parcel by methods acceptable to TxDOT and to submit to TxDOT a tabulation of the values so determined, signed by the appropriate Local Government representative. The tabulations shall list the parcel numbers. ownership, acreage and recommended compensation. Compensation shall be shown in the component parts of land acquired. itemization of improvements acquired. damages (if any) and the amounts by which the total compensation will be reduced if the owner retains improvements. This tabulation shall be accompanied by an explanation to support the determined values, together with a copy of information or reports used in calculating all determined values. Expenses incurred by the Local Government in performing this work may be eligible for reimbursement after the Local Government has received written authorization by TxDOT to proceed with determination of real property values. TxDOT will review the data submitted and may base its reimbursement for parcel acquisitions on these values. H. Condemnation shall not be used to acquire real property for this Project. I. Reimbursement for real property costs will be made to the Local Government for real property purchased in an amount not to exceed eighty percent (800/o) of the cost of the real property purchased in accordance with the terms and provisions of this agreement. Reimbursement will be in an amount not to exceed eighty percent (80%) of TxDOT's predetermined value of each parcel, or the net cost of the parcel, whichever is less. In addition, reimbursement will be made to the Local Government for necessary payments to appraisers. expenses incurred in order to assure good title, and costs associated with the relocation of displaced persons and personal property as well as incidental expenses. If the Project requires the use of real property to which the Local Government will not hold title, a separate agreement between the owners of the real property and the Local Government must be executed prior to execution of this agreement The separate agreement must establish that the Project will be dedicated for public use for a period of not Tess than 10 (ten) years after completion. The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of the Project after completion. The separate agreement must be approved by TxDOT prior to its execution. A copy of the executed agreement shall be provided to TxDOT. A FA-AFA_LongGen Page 7 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development 14. Notices All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid. addressed to such party at the following addresses: Local Government: City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 State: Director of Contract Services Texas Department of Transportation 125 E. 11'h Street Austin, Texas 78701 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. 15. Legal Construction If one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable in any respect; such invalidity, illegality, or unenforceability shall not affect any other provisions and this agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 16. Responsibilities of the Parties The State and the Local Government agree that neither party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 17. Ownership of Documents Upon completion or termination of this agreement, all documents prepared by the State shall remain the property of the State. All data prepared under this agreement shall be made available to the State without restriction or limitation on their further use. AH documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction on a monthly basis as required by the State. The originals shall remain the property of the Local Government. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 18. Compliance with Laws The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in AFA-AFA_LongGen Page 8 of 13 Revised 05/06/2011 AMIN CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project Construct Additional Lanes (Williams Rd l Federal Highway Administration CFDA # 20.205 Not Research and Development any manner affecting the performance of this agreement. When required, the Local Government shall furnish the State with satisfactory proof of this compliance. 1 9. Sole Agreement This agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the agreement's subject matter. 20. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A-87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 21. Procurement and Property Management Standards The parties shall adhere to the procurement standards established in Title 49 CFR §18.36 and with the property management standard established in Title 49 CFR §18.32. 22. Inspection of Books and Records The parties to this agreement shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this agreement and shall make such materials available to the State, the Local Government, and, if federally funded, the Federal Highway Administration (FHWA), and the U.S. Office of the Inspector General, or their duly authorized representatives for review and inspection at its office during the contract period and for four (4) years from the date of completion of work defined under this contract or until any impending litigation, or claims are resolved. Additionally, the State. the Local Government. and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this agreement for the purpose of making audits, examinations. excerpts, and transcriptions. 23. Civil Rights Compliance The Local Government shall comply with the regulations of the United States Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 24. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26 B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas AFA-AFA_LongGen Page 9 of 13 Revised 05/06;2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://txdot.gov/business/business outreach/mou.htm. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) - assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT -assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this LPAFA. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this LPAFA. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub -contractor) must include the following assurance: The contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 25. Debarment Certifications The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this agreement, the Local Government certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Programs under Executive Order 12549 and further certifies that it will not do business with any party that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. 26. Lobbying Certification In executing this agreement, each signatory certifies to the best of that signatory's knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into AFA-AFA_LongGen Page 10 of 13 Revised 05/06/2011 /'s CSJ # 0916-35-168 444 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes Williams Rd ) Federal Highway Administration CFDA # 20.205 Not Research and Development of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for the Local Government shall complete and submit the Federal Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. The parties shall require that the language of this certification shall be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and all sub -recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 27. Insurance If this agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 28. Federal Funding Accountability and Transparency Act Requirements A. Any recipient or sub -recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://edocket.access.gpo.gov/2010/pdf/2010-22705.pdf and http:/ledocket.access.qpo.gov/2010/pdf/2010-22706.pdf. B. For sub -awards greater than $25,000, the Local Government, as a recipient of federal funding, shall: 1. Obtain and provide to the State and the Federal government, a Central Contracting (CCR) number with the Federal government (Federal Acquisition Regulation, Part 4, Sub -part 4.1100). The CCR number may be obtained by visiting the CCR website whose address is: https://www.bpn.govIcer/default.aspx; 2. Obtain and provide to the State and the Federal government, a Data Universal Numbering System (DUNS) number, a unique nine -character number that allows Federal government to track the distribution of federal money. The DUNS may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedaov.dnb.com/webform; and AFA-AFA_LongGen Page 11 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes (Williams Rd l Federal Highway Administration CFDA # 20.205 Not Research and Development 3. Report the total compensation and names of its top executives to the State and Federal government if: i. More than 80% of annual gross revenues are from the Federal government. and those revenues are greater than $25.000,000 annually: and ii. Compensation information is not already available through reporting to the U.S. Securities and Exchange Commission (SEC). 29. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984. P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A- 133. B. If threshold expenditures of $500,000 or more are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 E. 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at http:/!www.txdot aov/contact us/audit.htm. C. If expenditures are less than S500,000 during the Local Government's fiscal year. the Local Government must submit a statement to TxDOT's Audit Office as follows "We did not meet the S500,000 expenditure threshold and therefore. are not required to have a single audit performed for FY D. For each year the project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or the project has been formally closed out and no charges have been incurred within the current fiscal year. 30. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented AFA-AFA_LongGen Page 12 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT OSCG /, Typed or Printed Name 43T (f Title Date THE STATE OF TEXAS Janic Ilenix Dire r of Contract Services Texas Department of Transportation .a/vi acs t ,_ Dat AFA-AFA_LongGen Approved as 10 Legal form. Veronica Ocanas Assistant City Attorney For City Attorney -e50/C/3(C) AU1Wrome :zii:.:s.c t.:ViirieiL 1131)12_, SE.CTiE1 V .- Page 13 of 13 Revised 05/06/2011 AFA-AFA_LongGen eab CSJ # 0916-35-168 41/111 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE Page 1 of 1 Attachment A Resolution authorizing the City Manager, or designee, to execute an Interlocal Agreement with the Texas Department of Transportation (TXDOT) for an Advance Funding Agreement for a Metropolitan Mobility/Rehabilitation Project Off -System for the Williams Drive Improvements, Phase 3, from Staples to Airline Road. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Manager or designee is authorized to execute an Advance Funding Agreement with the Texas Department of Transportation for a Metropolitan Mobility/Rehabilitation Project (Off -System) for the Williams Drive Improvements, Phase 3. from Staples to Airline. Section 2. The City Manager or designee is authorized to execute all related documents necessary to administer said Agreement, including non substantial amendments thereto. ATTEST: Armando Chapa City Secretary APPOVE i AS TO FORM: 08 -Dec -11 Veronica Ocanas Assistant City Attorney for City Attorney THE CITY OF CORPUS CHRISTI Joe Aoit me Mayor J:11.ENG11 AGENDA ITEM S1121011712\011712 RESO AFA Metropolitan Mobility Rehab Project (Off - System) - Williams Dr Phase 3.docx 029360 Corpus Christi. Texas 3154' of iiiV rvir— , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott C� ct,,x 029360 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development ATTACHMENT B - LOCATION MAP SHOWING PROJECT NUECES BAY CORPUS CHRISTI BAY PROJECT LOCATION Phase 3 PROJECT #rB3D LOCATION MAP NOT TO SCALE FLOUR BLUFF WILLIAMS DRIVE IMPROVEMENTS, PHASE 3 FROM STAPLES STREET TO AIRLINE ROAD CITY COUNCIL EXHIBIT CITY OF CORPUS CHHRISTi, TEXAS DEPARTMENT Cr ENC::EERINC SERVICES PAGE: 1 of 1 0.4TE. E/1E/201I AFA-AFA_LongGen Page 1 of 1 Attachment B CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT C - PROJECT BUDGET Description Total Estimated Federal Participation State Participation 1 Local Participation Cost % Cost % Cost % Cost Engineering/ Environmental (by Local Government) $ 561,437.59 0% $0 0% $0 100% $ 561,437.59 Utilities (by Local Government) S 616,965.00 0% $0 0% $0 100% $ 616,965.00 Construction Admin. (by Local Government) S 610,258.250% $0 10% $0 100% $ 610,258.25 Construction 154,700,000 00 (by Local Government) 80% $3,760,000.00 0% $0 20% $ 940,000.00 Subtotal $6,488,660.84 S 3,760,000.00 SO 2.728.660.84 Direct State Costs for 'State Preliminary Engineering $37,110.00 Environ. Direct State Costs t20%) $ 7,422.00 , 0`' 50 0'',. SO 100% $ 7.422 00 Right of 'Nay Direct Costs (20%) $ 7,422.00 0% 5>0 0% SO 100% $ 7,422.00 Engineering Direct State Costs (40% $ 14,844.00 0% I, 5:50 0` . SO 100'=, S 14.844.00 Utility Direct State Costs (20% .$ 7,422.00 0% 50 0c 5 SO 100% $ 7,422.00 Construction Direct State Costs (0.56%) ;$ 27.189.00 0`r '>0 0=t SO 100% $ 27,189.00 Indirect State Costs (6.2%) '$ 402,296.97 0` SO 100% $ 402,296.97 0% S0 Subtotal I$ 466,595.97, $0 S 402,296.97 ±$ 64,299.00 TOTAL $6,955,256.81 ;$ 3,760,000.00 3 402,296.97''$ 2,792,959.84 Initial payment by the Local Government to the State: S37.110.00. Payment by the Local Government to the State before construction: $27,189.00. Estimated total payment by the Local Government to the State $64,299.00. This is an estimate. The final amount of Local Government participation will be based on actual costs. AFA-AFA_LongGen Page 1 cf 1 Attachment C ‘t• Corpus Chr sti Capital Programs Williams Drive Phase 3 from Staples Street to Airline Road Bond 2012 Council Presentation September 29, 2015 Project Location Corpus Chr sti Capital Programs ' • f,t,17,1 ' . : .. 1. ")''',.:‘. • ; . . 4 .., .. 4-' - - - - - i 1 r" * : 1 •••0.- ,•.VW :II I . i • • i -- I • ,••'- ••• - • _ _. , . . -1-• .: :I "" "^""' 1 MP RP * . , •- II .1. .4.C1 -E11- 4- 1. • . - ' - Ir r 1 4. . ' -, iphilrelh14 --. ; 2 Project Location Corpus Chr sti Capital Programs 4imik L\N,‘-sek, / STAPLES ST & AIRLINE DRIVE /— TYPICAL THRU SECTION elk • "•••., N STAPLES ST & AIRLINE DRIVE . TRAVEL LANE 11.5 TRAVEL LANE 11 5' TRAVEL LANE TIRAVEL TYPICAL THRU SECTION 3 Project Scope tat4 Corpus Chr sti Capital Programs Project includes: • Joint City/TXDOT Project for reconstruction and widening of Williams Drive from Staples Street to Airline Road • Replacement of the existing 2 -lane HMAC road with a new 4 -lane concrete road • New 10' wide combined tied sidewalk and bicycle path on both sides • Reconstruct and relocate six (6) existing RTA bus stops including curb access and shelters • Improvements to existing water, wastewater, storm sewer, & gas infrastructure within the street section • Reimbursement of $3.76 million through the approved TXDOT Advanced Funding Agreement Project Schedule Corpus Chr sti Capital Programs 2014 2015 2016 2017 N O z 0 -, LL 2 Q g -) -) Q ui O DESIGN BID and AWARD O Z 0 c d LL Q d 0 O Z 0 d LL CONSTRUCTION and CLOSE OUT Project Estimate: 450 Calendar Days 18 Months Estimated Completion February 2017 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of September 22, 2015 Second Reading Item for the City Council Meeting of September 29, 2015 DATE: September 14, 2015 TO: Ronald L. Olson, City Manager THRU: Wes Pierson, Assistant City Manager Business Support Services wesp©cctexas.com (361) 826-3082 THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works/Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Constance P. Sanchez, Director of Finance constancep©cctexas.com (361) 826-3227 Ordinance Appropriating Fund Proceeds Fiscal Year 2014 - 2015 CAPTION: Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Convention Center, Parks, and Streets, and as further detailed in the Attachment 1; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase expenditures accordingly. PURPOSE: This item will appropriate all unappropriated capital proceeds accrued from June 1, 2014 through July 31, 2015 in the City's respective Capital Improvement Program Funds. BACKGROUND AND FINDINGS: This agenda item is a routine practice to efficiently manage City finances and provides additional funds which can be used for approved projects and debt service payments. It also facilitates the closure of older funds to comply with arbitrage regulations and is a responsible fiduciary practice for governmental accounting. These unappropriated capital revenues come from a variety of sources including interest earnings, miscellaneous revenues collected, and reimbursements. (See Attachment A). Miscellaneous funding for this year includes Clean Energy Credit Rebates, Street Assessments collected, lease revenue from Real Tex Construction in conjunction with the construction of The Cosmopolitan and recovery of expenses on a closed project. ALTERNATIVES: 1. Appropriate the funds as recommended. 2. Do not appropriate funds (not recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to statutes regarding the City's financial policies. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Finance Department FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 14-15 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount This item 1,028,126.52 1,028,126.52 BALANCE 1,028,126.52 1,028,126.52 Fund(s): This item will appropriate $1,028,126.52 in interest and other revenues to the funds listed in Attachment One. RECOMMENDATION: City Staff recommend the approval of this item so the unappropriated funds can be appropriated into their corresponding funds. LIST OF SUPPORTING DOCUMENTS: Attachment One Ordinance ORDINANCE APPROPRIATING AMOUNTS OF (A) $13,184.50; (B) $290,604.57 (C) $484,822.06; (D) $47,395.11; AND (E) $192,120.28 INTO THE AIRPORT CIP, BOND PROCEED, UTILITY REVENUE BOND, SPECIALTY BOND PROCEEDS AND OTHER UNAPPROPRIATED FUNDS, RESPECTIVELY, FOR THE FOLLOWING PURPOSES: CITY'S MATCH FOR FUTURE FAA GRANT PROJECTS, BAYFRONT, PUBLIC FACILITIES, FIRE, POLICE, PUBLIC HEALTH AND SAFETY, SANITARY LANDFILL, CONVENTION CENTER, PARKS, AND STREETS, AND AS FURTHER DETAILED IN THE ATTACHMENT 1; CHANGING THE FY 2015 CAPITAL IMPROVEMENT BUDGET ADOPTED BY ORDINANCE NO. 030303 TO INCREASE EXPENDITURES ACCORDINGLY. NOW THEREFORE: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: Section 1. An amount of $13,184.50 in Airport Capital Improvement Plan (CIP) interest earnings is appropriated in the funds as listed in Attachment 1, Section 1 for the City's match for future FAA Grant Projects. Section 2. An amount of $290,604.57 in Bond Proceed interest earnings for Bayfront, Public Facilities, Fire Police, Public Health and Safety, Sanitary Landfill, Convention Center, Parks, and Streets is appropriated in the funds as listed in Attachment 1, Section 2 for the stated bond projects not yet complete, similar projects to be approved by City Council or the payment of debt service. Section 3. An amount of $484,822.06 in Utility Revenue Bond interest earnings is appropriated in the funds as listed in Attachment 1, Section 3 for the support of the City's approved Capital Improvement Program. Section 4. An amount of $47,395.11 in Specialty Bond Proceed interest earnings, Sales Tax Bonds for the Seawall and Arena, Packery Channel Bonds, and Energy Efficiency Bonds is appropriated in the funds as listed in Attachment 1, Section 4 for the stated bond projects not yet complete, the support of the City's approved Capital Improvement Program, specific military supported projects and as determined by the Type A Board. Section 5. An amount of $192,120.28 in Other Appropriated Funds for street assessments, construction yard lease rental, sale of scrap and project refund is appropriated in the funds as listed in Attachment 1, Section 5 for the repair of city street due to private construction and other street expenses to be approved by City Council. Section 6. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is changed to increase expenditures by $1,028,126.52. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED on this the day of 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Unappropriated Revenue From Capital Improvement Funds From 06/01/2014 to 07/31/2015 SECTION 1: AIRPORT FUND FUND NAME AMOUNT 3018 Airport CIP Fund (Capital Reserves) $ 54.51 3019 Airport CIP Fund (Other) 1,320.38 3024 Airport 2000A CIP Fund (Revenue Bond) 1,110.92 3025 Airport 2000B (Revenue Bond) 18.70 3026 Airport 2012 CO CIP Fund 10,439.34 4621 Airport Passenger Facility Charge Fund 186.76 4631 SECTION Airport Customer Facility Charge 2010 CIP Fund (CO) SECTION 1: AIRPORT TOTAL 53.89 $ 13,184.50 2 : BOND PROCEEDS FUND PROJECT AMOUNT 3126 Bayfront Development 09 General Obligation CIP (Bond 08) $ 18,919.96 3160 City Facilities CIP Fund 99.10 3162 Public Facilities 2013 General Obligation (Bond 12) 17,248.57 3191 Fire Improvements 09 General Obligation CIP Fund (Bond 08) 6,454.98 3342 Police 2013 General Obligation Fund (Bond 12) 1,349.15 3350 Public Health and Safety CIP Fund 595.98 3359 Public H & S 2004 CIP Fund (CO) 499.88 3362 Sanitary Landfill 2006 CIP Fund (CO) 1,251.94 3365 Sanitary Landfill 2008 CIP (CO) 2,599.49 3366 Public Health & Safety 13 General Obligation CIP (Bond 2012) 666.91 PUBLIC H&S SUB -TOTAL $ 49,685.96 SECTION 2: BOND PROCEEDS (continued) FUND PROJECT AMOUNT 3226 Library 09 General Obligation CIP Fund (Bond 08) $ 161.12 3182 Convention Center 2010 CIP Fund (CO) $ 55.17 3280 Park CIP $ 114.19 3289 Park & Rec 2005 CIP Fund (GO) 226.75 3290 Park & Rec 08 TN CIP Fund (TN) 10.24 3291 Park & Rec 09 GO CIP Fund (Bond 08) 568.77 3292 Parks & Rec 2010 GO (Bond 08) 2,891.38 3293 Parks & Rec 2013 GO (Bond 2012) 35,392.65 PARK SUB -TOTAL $ 39,203.98 3530 Street CIP Fund $ 2,659.01 3541 Street 2005 CIP Fund (GO) 3,951.77 3544 Street 2007A CIP Fund (GO) 582.32 3545 Street 08 Tax Notes CIP Fund (TN) 113.11 3546 Street 09 GO CIP Fund (Bond 08) 9,332.12 3548 Street 2012 GO CIP Fund (Bond 08) 28,674.91 3549 Street 2013 GO CIP (Bond 2012) 138,942.92 3550 Streets 2013 Tax Notes (Bond 2014 Design) 11,876.55 3701 Developer Participation (Bond 2012) 5,365.63 STREET SUB -TOTAL $ 201,498.34 SECTION TWO: BOND PROCEEDS TOTAL $ 290,604.57 SECTION 3 : REVENUE BONDS Amount FUND PROJECT AMOUNT 3480 Storm Water CIP Fund $ 1,131.89 3494 Storm Water 2012A CIP Fd (RvBd) 12,975.55 3495 Storm Water 2012B CIP Rev Bds 46,831.45 3496 Storm Water 2012A CIP (Bd 2012 4,986.59 3497 Storm Water 2013 CIP (Rev Bds) 45,566.61 3498 Storm Water 2013 CIP (Bd 2012) 31,988.71 4525 Stormwtr 09 CIP Fd -(rev bonds) 0.00 4526 StormW 09 CIP Fd -(rev bd 08G0) 554.51 4528 StormW 2010A CIP REV tax-exmpt 260.02 4529 Storm Wtr 2010B REV Txbl BAB 2,331.73 4540 Storm Water Capital Reserves 514.70 STORM WATER SUB -TOTAL $ 147,14t76 3600 Gas CIP Fund $ 1.65 4551 Gas 09 CIP Fund -(rev bd-08G0) 547.45 4553 Gas 2010A CIP REV tax -exempt 0.00 4556 Gas 2012A CIP (bd 2012) 88.51 4555 Gas 2012B CIP Fd (Rev Bds) 253.15 4557 Gas 2013 CIP (Rev Bds) 4,400.46 4558 Gas 2013 CIP (Bond 2012) 526.27 4560 Gas Cap Reserve 1,363.16 GAS SUB -TOTAL $ 7,180.65 SECTION 3 : REVENUE BONDS (continued) Amount FUND PROJECT AMOUNT 4080 Water CIP Fund $ 7,240.13 4086 Water 2007A-1 CIP (TMPC CO) 147.84 4087 Water 2010 TWDB-WIF Loan (Rev) (526.24) 4088 Water 2012 CIP Fd (RvBd) 3,748.77 4089 Water 2012A CIP Fd (RvBd) 25,855.65 4091 Water 2012B CIP Fund (Rev Bds) 34,134.60 4092 Water 2012A CIP (Bd 2012) 1,419.31 4093 Water 2013 CIP (Rev Bds) 61,167.50 4094 Water 2013 CIP (Bd 2012) 7,514.05 4095 Water 2014 CIP MRP 2 24,383.53 3492 Water 09 CIP Fd - (Rev Bds) 0.00 4476 Water 09 CIP Fd (rev bd-08G0) 76.39 4478 Water 2010A CIP REV tax-exmpt 815.71 4479 Water 20108 REV Txbl BAB 5,175.55 WATER SUB -TOTAL $ 171,152.79 SECTION 3: REVENUE BONDS (continued) Amount FUND PROJECT AMOUNT 3430 Wastewater CIP Fund $ 40.48 4242 Wastewater 1995A CIP Fund(SRF) 2,119.94 4247 Wastewater 2012 CIP Fd (RvBd) 378.41 4248 Wastewater 2012A CIP Fd (RvBd) 6,965.86 4249 Wastewater 2012B CIP (Rev Bds) 45,416.15 4250 Wastewater 2006 CIP Fd (Rev Bds) 162.80 4251 Wastewater 2012A CIP (Bd 2012) 871.30 4252 Wastewater 2013 CIP (Bd 2012) 88,725.11 4253 Wastewater 2013 CIP (Rev Bds) 5,957.18 4501 WasteW 09 CIP Fd -(rev bd-08G0) 287.52 4503 WasteW 2010A CIP Rev Tax Exempt 172.19 4504 Wastewater 2010B REV Txbl BAB 2,035.71 4510 Wastewater Capital Reserves 6,214.21 WASTEWATER SUB -TOTAL $ 159,346.86 SECTION 3: REVENUE BONDS TOTAL $ 484,822.06 SECTION 4: SPECIALTY BONDS & OTHER CIP FUND PROJECT AMOUNT 3489 Storm Water 2007A-1 (TMPC CO) $ 3,552.50 4246 Wastewater 2007A-1 (TMPC CO) 401.58 3542 Street 2007A-1 CIP (TMPC GO) 1,418.77 3543 Street 2007A-1 CIP (TMPC CO) 5,316.25 TMPC SUB-TOTAL $ 10,689.10 3270 Seawall CIP Fund (2002 Sales Tax Rev.Bds) $ 34.79 3271 Seawall System CIP Fund 1,520.82 3272 Seawall Maintenance Reserve Fd 24,496.75 3274 Arena Type A 217.26 SALES TAX BOND SUB-TOTAL $ 26,269.62 3161 Energy Effncy CIP 2012 PPFCO $ - 3163 Energy Effcny CIP 2014 PPFCO 5,434.81 ENERGY EFFNCY BOND SUB-TOTAL $ 5,434.81 3278 Packery Channel Projects TIF#2 $ 1,865.15 3234 Marina $ 3,136.43 SECTION 4: SPECIALTY BONDS & OTHER CIP TOTAL $ 47,395.11 SECTION 5: OTHER UNAPPROPRIATED MISCELLANEOUS FUND PROJECT 3160 City Facilities CIP Fund 3530 Street CIP: Street Assessments 3530 Street CIP: Real Tex Construction Lease 3530 Street CIP: Sale of Scrap 3530 Street CIP: Recovery of expenses AMOUNT $ 73,597.96 97,861.32 15,774.00 0.00 4,887.00 SECTION 5: OTHER UNAPPROPRIATED MISC. TOTAL $ 192,120.28 SECTION 6: CORRECT PRIOR APPROPRIATIONS SECTION 6: CORRECT PRIOR APPROPRIATIONS TOTAL 0.00 TOTAL JUNE 1, 2014 - JULY 31, 2015 CAPITAL APPROPRIATIONS $ 1,028,126.52 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 22, 2015 Second Reading Ordinance for the City Council Meeting of September 29, 2015 DATE: September 1, 2015 TO: Ronald L. Olson, City Manager FROM: Kim Womack, Communication, Media Relations & E -Government Director Kimw@cctexas.com (361) 826-3211 Comprehensive Redesign of City of Corpus Christi Website CAPTION: Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox, in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adopted by Ordinance 030294 to increase expenditures by $185,081.04 PURPOSE: To contract with a third party website design company to redesign the City of Corpus Christi website also known as www.cctexas.com. BACKGROUND AND FINDINGS: As part of the overall communication reorganization and the three year strategic communication plan staff was tasked with a redesign of the City's main website. Original funding for the redesign was allocated in late 2014 from budget savings. This funding subsequently moved to the unreserved fund balance after staff determined a comprehensive analysis of the City's website needed to occur prior to selecting a vendor. The City's website receives over 9.8 million page views annually and in Fiscal Year 2014 collected over $26 million for utility payments and roughly $1 million for online registrations, permits and certificates. A website assessment was conducted in-house using a variety of factors including google analytics, an online survey and research within the site. Some basic findings confirmed the need for a complete redesign including: • Lack of mobile responsive design. Roughly 40% of all visitors originate from mobile devices and this is expected to continue to rise based on industry experts. • Difficult navigation with multiple click-thru layers. • Visual appeal is dated and accessibility needs to be improved. • Excessive number of pages resulting from data created forms.(2,131 pages) • Existing programming vendor lacks urgency in responsiveness. • Limited in-house programming expertise. • Multiple departments have created independent websites outside of citywide enterprise site due to a variety of issues. • Consolidation of payment engines into one navigational unit. After consultation with Municipal Information Systems (MIS) Department, staff began to seek out proven government providers in website development by accessing state and government certified providers from the State of Texas Department of Information Resources (DIR). The DIR prescreens technology providers and negotiates reduced government pricing. Staff researched over 20 providers on the DIR by accessing vendor websites and example customer sites. Four vendors were determined to have the expertise with government website and the experience necessary to develop a "best in class" website. After a series of conference calls one vendor was eliminated. The vendor would only approach redesign of the city website in a phase approach with no cap on expenses which staff determined was unacceptable. The three remaining vendors participated in multiple conference calls and submitted proposals. Staff is recommending SpringBox Digital Partners for the award of the website redesign. The company is based in Austin, Texas and has an innovative approach to website redesign. The company has worked with various sized organizations throughout the United States. The company principles have Fortune 100 experience including Dell, Nestle, Samsung, UPS, and many more. The vendor understands the city's desire to have the "best city website" and has committed a dedicated team to accomplish this mission. Some of the key factors in recommending SpringBox include: • Expertise and experience with large websites including Nestle, Dell and most recently the University of Texas. • Included on-site customer research component in order to integrate both citizen and departmental needs in navigation and responsiveness. • In-house team dedicated to open source content management systems. • Dedicated project team for responsive design, navigation and content migration. • Aggressive timeline for implementation. • Optional monthly maintenance for programming to allow for special projects and initiatives. Overall, SpringBox best fit the goals of the comprehensive website redesign. The new website will be hosted with a redundant hosting environment provided by Microsoft as part of the existing MIS contract. ALTERNATIVES: The project could be brought in-house to the Communication Department with the addition of an additional full-time website programming staff position and equipment expenditures at an estimated cost of a minimum of $120,000 per year. This option would result in higher personnel costs and a longer project completion timeline. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to Purchasing policy (DIR Contracting), Communication Strategic Plan 2014-2017, Financial Policies for use of unreserved fund balance for one-time purchases. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Purchasing FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $185,081.04 $20,000 $205,081.04 Encumbered / Expended Amount 0 0 0 This item $185,081.04 0 $185,081.04 BALANCE 0 0 $20,000 Fund(s): Unreserved Fund Balance $185,081.04 Comments: Funds were originally slated for 2014 but due to the delay in securing a vendor and website analysis funding fell to unreserved balance. Expenditure is an allowable one-time expense. Included in the cost is $10,200 contingency for additional maintenance and support during the redesign. In future years, $20,000 would be allocated from budgeted funds for design upgrades and maintenance as needed. RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance, Contract Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adopted by Ordinance 030294 to increase expenditures by $185,081.04 Be it ordained by the City Council of Corpus Christi, Texas, that: Section 1. That the City Manager or designee is authorized to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox in the amount of $185,081.04 in accordance with the Texas Department of Information Resources contract DIR-TSO-2619. Section 2. That $185,081.045 is appropriated from the unreserved fund balance in the No. 1020 General Fund for the purchase of web design services in accordance with Section 1 herein. Section 3. That the FY 2014-2015 Operating Budget adopted by Ordinance 030294 is changed by increasing expenditures by $185,081.04. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas @BCL@FC051A4B PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary @BCL@FC051A4B Nelda Martinez Mayor SPRflNG B DIGITAL PARTNERS STATEMENT OF WORK Website Redesign September 1, 2015 Developed for: 1201 Leopard St Corpus Christi, TX 78401 TM 1 SPRDNG BOX DIGITAL PARTNERS BACKGROUND The City of Corpus Christi, Texas is looking to elevate their digital experience and better communicate with residents. They have engaged Springbox to redesign and build a responsive site to ensure an experience that is accessible, WCAG 2.0 compliant, safe and user friendly. Springbox's Strategy, UX, Creative and Development teams will collaborate to develop a site that meets all best practices and serves all user groups of the city website, both internal and external. In addition, the client team at the Department of Communication will utilize their internal resources to ensure the site is built as efficiently as possible through collaboration around content migration. Phase I outlined below will yield a more defined roadmap, estimate, and internal staffing recommendation to set up a successful build of the new website. The Phase II build is currently scoped with estimated hours per department and tasks that make up the Springbox proven process. SCOPE OF WORK - SERVICE AND DELIVERABLES The below defines the items that are considered in scope for this website redesign, through two Phases. The entire scope of work will be approached with the WCAG 2.0 compliancy at the forefront. WCAG 2.0 guidelines will be followed using the WC3 recommendations here: http://www.w3.org/TR/2008/REC- WCAG20-20081211/ PHASE I: STRATEGIC DISCOVERY In Scope Items • 2 day, on-site stakeholder interview sessions o Survey creation and distribution to all departments to align on priorities before on-site sessions o 30 minute session with each of the 30 departments, on-site at the City of Corpus Christi offices o 1 hour session with city selected residents Persona validation Competitive analysis of 1-2 sites Sitemap creation based on content recommendations o L1-L2, including L3 if necessary • 1 round of revision User path flows 6-8 Responsive Web Design Wireframes o 2 rounds of revision Best practices review and high-level content guidance on how to organize content and flow Technical audit and recommendations o Deep dive audit of potential CMS solutions, based on identified content needs and persona research o 2 stakeholder interviews with IT team • Initial alignment and goal setting interview • Validation and recommendation interview o Defined feature list o Recommendation for CMS Clearly defined estimate for Phase II including number of feature sets/content modules, hours per department and collaboration plan for content migration o Estimate and plan will be agreed upon by both parties before moving into the website build Project and Account Management 05/02/14 SPRDNG BOX DIGITAL PARTNERS Out of Scope Items for Phase I • Site content creation beyond wireframes Post handoff support Additional rounds of review Additional design concepts outside of pre -created templates • Front- or back -end development of wireframes or templates within the chosen CMS Cost Breakdown, Phase 1: Cost: $40,127.445 Timing: 5-7 weeks Category Service Hours Rate MSRP Total Discount Total Website Design/Development Content Strategy 120 154 18480 20.75% 14645.4 Website Design/Development UX 120 154 18480 20.75% 12645.4 Web Content Management Development 51 170 8670 20.75% 6870.975 Website Design/Development PM 36 139 5004 20.75% 3965.67 TOTAL 50634 40127.445 PHASE II: IMPLEMENTATION Phase I of this engagement will further define tasks, estimates and deliverables for the full site build (Phase II) and will be outlined in a separate document at the completion of the first phase. At this time, the following is our best estimate of effort across teams to build a customized website for the City of Corpus Christi, based off of best practices, WCAG 2.0 guidelines and Springbox process: Set -Up: • Brand onboarding Type -kit set up Staging site creation Production environment set up Chosen CMS initial set up Strategy & Research: • IA/Navigation review SEO recommendations Source messaging audit and recommendations Concepting/Ideation: Creative brief development Ideation/Concept development Cross functional collaboration to validate concepts 05/02/14 ii SPRDNG BOX DIGITAL PARTNERS Execution: • Additional wireframe development, where necessary Homepage concept design o # of concepts and rounds of revision to be determined upon completion of Phase 1 Global styles and navigation design Design of additional unique content layouts o # of unique layouts to be determined upon completion of Phase 1 Stock image sourcing and support Copywriting for website messaging o Homepage o Headlines for all department pages o Creation of style guide for all L1 pages • Each department is responsible for editing existing content on landing page to fit the style guide • Light support where needed for consistency in voice and tone Content Migration o Springbox and the Client will align on a content migration plan to ensure that all pertinent content is migrated to the new site without increasing scope Development of an alpha site for user feedback o Priority of alpha launched pages and timeline of testing to be determined at the onset of Phase II o All user feedback to be collected and synthesized by the client o Client and Springbox will prioritize feedback and edits following agreed upon alpha testing timeline • Major edits may require additional scope and corresponding change order Form and Module Development o # of forms and modules to be determined upon completion of Phase 1 Style guide development for messaging and design CMS training documentation and two hour on-site training at City of Corpus Christi office Google analytics tagging implementation o # of events and custom tags to be determined upon completion of Phase I • Meta data and Alt tag creation • Quality assurance of all deliverables Cost BrP kclown Phase 11: • Cost: $136,870.10 • Timing: TBD Category Service Hours Rate MSRP Total Discount Total Website Design/Development Content Strategy 52.5 154 8085 20.75% 6407.36 Website Design/Development UX 52.5 154 8085 20.75% 6407.36 Website Design/Development Creative (Design) 367.5 146 53655 20.75% 42521.58 Web Content Management Dev 446 170 75820 20.75% 60087.35 Quality Assurance QA 73.75 137 10103.75 20.75% 8007.22 Website Design/Development PM 122 139 16958 20.75% 13439.22 TOTAL 172706.75 136870.10 05/02/14 iii SPRDNG BOX DIGITAL PARTNERS MAINTEN/\NCANlfl c�, !PPORT Due to the unknowns around user feedback and functionality edits coming from the alpha site, Springbox and the Client are reserving funds to support this. These funds will be billed as time and materials, and if there are any funds left over post launch, they will be used for general maintenance, edits and bug fixes. Category Service Hours Rate MSRP Total Discount Total Web Content Management Development 60 170 10200 20.75% 8083.5 TOTAL 10200 8083.5 The items listed below should include all call outs that are required for maintaining scope. Work that is requested outside of the above general maintenance terms may be addressed in an additional agreement and/or funds may be reallocated to cover increased costs on a specific effort resulting in reduced funds for original scope Assumes no complex 3rd party system integrations. If integrations are required, additional costs may be addressed in a change order At the end of any phase of work, if either party decides to not move forward, all completed work will be billed and the engagement can be terminated as long as accompanied by written instruction to do so Springbox hosting costs are not included in this document and will represent additional hard costs to be covered by the Client if it is determined that hosting is needed There is a hard cost of $80/month for hosting of the staging environment which will be billed as part of this scope This agreement does not account for any hard costs. Items required to be billed as such will require a corresponding change order Travel and lodging costs are not included as part of this agreement. Any travel and lodging required will require a corresponding change order or purchase by the client Any additional hardware or software expenses specific to the Client will be considered a third party cost and will be billed directly to the Client Usability testing to be completed by the client unless service is called -out in scope Once a deliverable is determined final approved ("locked") it will be implemented as such throughout the remainder of work. If additional edits are required once locked, additional time, scope, budget may be required If Springbox provides support after launch, Springbox is only responsible for functional bugs — a responsibility which is voided once a party other than Springbox makes any changes to code The Client will provide branding guidelines The browser listing for this scope is: IE: 9, 10, 11 o If Internet Explorer 8 support is required, add an additional 5% development cost o If Internet Explorer 7 support is required, add an additional 5% development cost Latest desktop version: Chrome, Firefox, Safari Latest mobile version: Android, iOS o Latest version of iOS on iPad and iPhone, defined as latest version currently released to the public at the time the SOW is signed o If any operating system version outside of our testing suite is required for support, there will be an additional 5% development cost for each one Springbox assumes a dedicated, responsive client name resource for timely turnaround and decision making 05/02/14 iv Website Redesign Council Presentation September 22, 2015 Website Metrics 2 City of Corpus Christi io.Ir RrSINr NTS /ISRORS r/SINFSS GOVFRNrIIFNT QUICK vee FSS I�- I Want To... A Clean Community en beeches. clean on e an sereter esshe smglesrrnarn veNng rr+N `vu Giea:ii irAre You Prepared for a Hurricane? Be ReadyCCl Social Media Center Customer Service Center Mews Center Fono.IhrtM Mmu9s :ovist mama.. Fenner. eel u.. C▪ all an.crre rath SN MeltleslnsR update:, me online or moti le -pour Nance... start He mere_. SCAnCH +. Fe, t, Z Current Into. align . Steel. Nan. Fee. Fame SFNF" Peek l le -emersion Tele Increase IVyfi4Slfi Proper.. pal SfLPrrymc9 eV VIas LL-.Sutle Sir me Ferric ri—Crly Fre Neral eLma City FM.eNegate,l, Flambee Orel. Arrow Twn SyN [E . Cwmload CC Mobile App . CITy Jog OpanIngs . Drought Measures Bond an - Check the Weather In CC Contact Info Phone nutter: Mare:.:, end more. 9.8 million pages views annually $26 million in utility payments $1 million in online registrations 55 online forms 2,696 website pages • 564 cctexas.com • 2,132 archive.cctexas.com • 4,636 of files and pictures • 16.3 GB (without archives) ��or US r r 1, 40 Website Assessment • Difficult navigation • Visually dated • Lacks responsive design • Payment engine confusion • Departments outsourcing independent websites • Meets only minimum accessibility standards • Lacks language translation features • Limited vendor support and responsiveness • Uses outdated code • Needs content audit and reduction COUNTY. STATE S. FEDERAL Mamces Govrty Nieces Cooly Properly Taxes MassesCorney skier Replan.. Texas Onlne - Dmes license USAgw CITY RESOURCES Customer ServiceCerder cuAomer Cnhne Servrcee City Services FAGS GCMdAle App MyWasle App- Gude ppGude to City Senecas City Hmlory Comm! Us CITY DEPARTMENTS/SERVICES Aviation Budget 6 Skates, Management City Attaney - Human Relaims Develpne. Senn. - Cay Plans Econonnc Dovelopmen0 Engineennq Sernces. Environmental Semmes Financial Services Fe Ges Health Housing and CormlwN Development Human Renew -nab Intergovernmental Relations L Nines Manna n,IprilCOM Munn ssal Information Systems Muses Parks 8 Recreation Police -Animal Care - Code Enforcement Pudic Informaakn kid Waste Servuxs. Storm Water Street Vireasmimas Wale, CITY COUNCIL -- Mayor and City Cps¢ii Members Meerng ...he Live Mnatha Ytlea, Agendas 6 Minutes Public Notices CITY AUDITOR GltyAaditut% e CITY MANAGEMENT .11M ger Depaly C6y Mammser ACM Pubic Wang, MM. Transportation ACM Safety, Health 8 Neghharhootls ACM General Government B Operations Olganaatlauai Clr&t Annual susmess plan CITY SECRETARY City seeMary's Office City Charier Mun,InaIconde= Boat. a Gommtsvons Becton- 6 Campaign Reports PUMic Inlpmahm Requests 3 Goals of Redesign • Best in class website • Centralized communication tool • Intuitive navigation • Responsive design • Unique look and feel • Increased accessibility • Provide language translation features • Expert vendor • Cloud based hosting • Redundant hosting locations • On-going support • Content audit and reduction mnfaur COUNTY, STATE S. FEDERAL Mantes Goring Miseces Cpnrty Properly Taxes Mantes Cooly Voter Reimer -Am Texas Online. Drams Heenan USAgre CITY RESOURCES CtminmerseanceCemer Coslomer Online Ser.. C7 Services FAC. GCMebile App MyWasle App &.de to CCy Seances City Hmlory Contac) As CITY DEPARTMENTS/SERVICES Amnon Budget 6 Skates, Management Dry Attorney - Human Relatms Derelopaem Seances - Cay Plans Exoteric Drvelopmen0 Enginee.ng Serves e En.rnmter e. Financial Seem. Fe Gas Health Homing and CATNNA ADevelopment Human Resources Ince overnmenlal Relations Hennes Manna n,llm Cdr Mums mal Herm.. Systems Musemn Perks B Recreation Police -Animal Care - Code Enforcement Pudic Informaaena Sold Waste Semis. SMAC Water Street Opera.. Wastexaler Water CITY COUNCIL Mayor and Cly Coved Members Meerng Schedule lave Meting Ydeo, Agendas 6 Minutes Public No.. CITY AUDITOR Cly Aedltars Mee CITY MANAGEMENT Cny Mar mer Deputy C6y ....ger ALM Pub. Wang. Utilities 8 Tmrrsprrtation ALM Safety, Health 8 Hegh...nods AGM General Government B Operations aganaatanal Gloat Annual gunmen Plan CITY SECRETARY Ory Secretary's Omce Rey Lhader Mnntelparcooes amiss 8 Gommnvons Reston& Oninmeen Repot. Public Inform.. Requests 4 6pq�pUS c r —yrs Vendor Selection Process CP NO ) CRI ERIF. rReshot 9.nc�r o.rn,:H tithe.RVURI to 1,, the RI, C.Relth seeen.lk Connt Ana.,R,�Ir . „r„,gwrama.rah,4„ AteeRiihRity *MO, Aw Gnalrant;wGG 2.9/ NRRIestaRRI Ads usel Teshn®°'s°e.A;ml Re s rIty& ..ppnrx nriRRICone Kara,oRupportet+emm� Sea, F'.mnet Tra.*anions Hown ®toca rrnon.11e, ns, the RIA MICRRJ.5 7-12 Months 3.4 Months TOTAL OtBALCO - A; $199,1. State of Texas Certified Vendors • Texas Department of Information Resources (DIR) • 20 Vendors prescreened • Pricing and terms negotiated Three Finalists • Interviews • Proposals • Conference calls Sole Finalist Identified • Statement of Work negotiated • Increased accessibility requirements • Increased phase I deliverables �gpUB Cyd:. f ti -ii Art rri Vendor Highlights Sole Finalist - SpringBox Recommended Vendor • Texas based vendor • Large website experience SPR • Customer research function • Assessment of department nee' • Dedicated project team • Accessibility expertise • Provides technical audit • Content Management Options • Aggressive timeline NGB DIGITAL PARTNERS TM 6 Questions Follow us `... on Twitter! @CityofCC AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of September 29, 2015 Second Reading for the City Council Meeting of October 13, 2015 DATE: July 13, 2015 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG©cctexas.com (361) 826-3595 Public Hearing and First Reading Ordinance - Street Closure of Starry Road located east of Rodd Field and north of Yorktown Blvd. CAPTION: Ordinance abandoning and vacating a 72,222.48 -SF (1.658 Acre) portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas and being a portion of a 19.56 Acre tract of land described by deed recorded at Document No. 2006037179, Official records of said county, said 1.658 Acre tract of land for road closure as further described by metes and bounds, requiring the owner, to comply with specified conditions. PURPOSE: The purpose of this item is to abandon and vacate a portion of the Starry Road public right-of-way. BACKGROUND AND FINDINGS: Dorsal Development, LLC, a Texas limited liability company (Owner) is requesting the abandonment and vacation of an undeveloped and unsurfaced 72,222.48 -SF portion (1.658 Acre) of a 20 -foot wide public right-of-way, portion out of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, as shown on a map which is recorded in Volume A, Pages 41-43, Map records of Nueces County, Texas and being a portion of a 19.56 Acre tract of land described by deed recorded at Document No. 2006037179, Official records of said county, said 1.658 Acre tract of land for road closure as further described by metes and bounds. Staff recommends that payment of the fair market value be waived because City Code, Sec. 49- 12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. The Owners have been advised of and concur with the conditions of the public street right-of-way abandonment and vacation ordinance. ALTERNATIVES: Denial of the street closure. This will, however, adversely impact the Owner's ability to move forward with future development or sale of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The conditions of the ordinance are in compliance with City of Corpus Christi, Code of Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No. 025816. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any facilities within the public street right-of-way, or objections regarding the proposed public right-of-way abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital *Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $ BALANCE $ Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the ordinance. Owner must comply with the following conditions: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Aerial Map Ordinance abandoning and vacating an undeveloped and unsurfaced 72,222.48 -SF (1.658 Acre) portion of Starry Road, Portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179 and requiring the owner Dorsal Development, LLC, a Texas limited liability company to comply with specified conditions. WHEREAS, Dorsal Development, LLC, a Texas limited liability company ("Owner") has requested the abandonment and vacation of an undeveloped and unsurfaced 72,222.48 -SF (1.658 Acre) portion of Starry Road, Portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, September 29, 2015, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced 72,222.48 -SF (1.658 Acre) portion of Starry Road, Portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff & Encinal Farm & Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Dorsal Development, LLC, a Texas limited liability company ("Owner"), an undeveloped and unsurfaced 72,222.48 -SF (1.658 Acre) portion Starry Road, a map which is recorded in Volume A, Pages 41-43, Map records of Nueces County, Texas and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179 is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, Exhibit "B," which is the graphical representation for the metes and bounds description, and Exhibit "C" which is a location map are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of , 20 . ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor MURRAY BASS, JR., P.E.,R.P.L.S. IVIXON M. WGLSII, P.E.,R.P.L.S. www.bass-wclsh.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX ?8466-6397 Road Closure Tract STATE OF TEXAS COUNTY OF NUECES § 3054 S. ALAMMEDA, zip 78404 361 882-5521— FAX 361 882-1265 e-mail: murrayjra aol.com c -mail: nixmwta:aol,com June 29, 2015 10029-M&B-Closure.doc Description of a 1.658 acre tract of land, more or Tess, for road closure, a portion of Lots 8 and 9, Section 25 and a portion of Lots 1 and 6, Section 34, all out of Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume "A", Pages 41 — 43, Map Records, Nucces County, Texas, and being a portion of a 19.56 acre tract of land described by deed recorded at Document No. 2006037179, Official Records of said county, said 1.658 acre tract of land for road closure as further described by metes and bounds as follows: BEGINNING at a point in the northeast right-of-way line of Yorktown Boulevard which bears S61'00'00"E 257.75' from the point of intersection of said northeast right-of-way line of Yorktown Boulevard and the northwest boundary line of said 19.56 acre tract, said beginning point for the westernmost corner of the tract herein described; from the common corner of Lots 9 and 24, said Section 25 and Lots 6 and 7, said Section 34, said point of beginning bears N29 00'00"E 40.00' and N61"00'00"W 20.00'; THENC1- N29 00'00"E 1805.61' along a Zine 20.00' northwest of and parallel to the southeast boundary line of said Lot 9 and along a Zine 20.00' northwest of and parallel to the southeast boundary line of said Lot 8 to a point in the northeast boundary line of said 19.56 acre tract of land for the northernmost corner of the tract herein described; THENCE S61 00'00"E along said northeast boundary line of 19.56 acre tract, at 20.00' pass the common boundary line between said Lots 1 and 8, in all a distance of 40.00' to a point for the easternmost corner of the tract herein described; THENCE S29 -00'00"W 1805.61' along a line 20.00' southeast of and parallel to the northwest boundary line of said Lot 1 and along a line 20.00' southeast of and parallel to the northwest boundary line of said Lot 6 to a point in said northeast right-of-way line of Yorktown Boulevard for the southernmost corner of the tract herein described; THENCE along said northeast right-of-way line of Yorktown Boulevard N61°00'00"W 40.00' to the POINT OF BEGINNING, a sketch showing said 1.658 acre tract of land for rr},3d closure being attached hereto as Exhibit "B". Nixon M. Welsh, R.P.L.S. EXHIBIT "A" Page 1 of 1 SECT 341 SECT 25 w z J A Z 7 0 J PA I— U 3W/i 0 I I.._ J Q 0 2 r 24 9 40' S61'00' 00'E ff 257, 75' Nl T N 19. 56 AC. TRACT, DOC. NO. 2006037179, 0. R. N29° 00' 00' E 1805. 61' F� �, i' 'P R, '‘.1 • eh. S�G�O A3 1 EF 4 e• LOT 9 LOT 8 7 6 I i S29° 00' 00' W 1805. 61' ROAD CLOSURE Dv TRACT, 1, 658 AC. N61' 00' 00" W LOT 6 LOT 1 si,p1 Sly ati Q• EXHIBIT "B" SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTI❑N 1' =300' 0 150' 300' 600' SCALE! 1'= 300' LOT 8 L0T 1 S61' 00' 00" E BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-RQAD CLOSURE, JOB NO. 10029, SCALE: 1" = 300' PLOT SCALE: SAME, PLOT DATE: 6/29/15, SHEET 1 OF 1 'Date Created: 7/3 Rizepal-eci By: Je DepartrneratpetteloiSment SE YORKTOWN ESTATES Street Closure Notice Area Cayo Del Cleo EXHIBIT C - YORKTOWN ESTATES RIGHT-OF-WAY CLOSURE E; �. Rt /y 37 UPR/liFR 0� MAIN CF a� `- 0pliti.0 IH 37 1' 44 BEAR O X92 Vicinity Map 0°' HW ,_CR 34 d �� yt, IY () CR 26 41C 9 CR 26Qc1FM 43 �To,R©(�4� _� O'C`6g4, s��^ FM 665 @ v1 'r 0 tra 1,7r- 0 4q' 0 4,/ U U co s0 ,0S0 Oce 0 0 rJ} Q C° k CR 14 1 JZC ..S'CO IT CR 12 CO 0 FM 70 v 5 WHITECAP U WINN YORKTOWN ESTATES Street Closure Notice Area ®Closure t Closure AGENDA MEMORANDUM Action Item for the City Council Meeting of September 29, 2015 DATE: TO: September 9, 2015 Ronald L. Olson, City Manager FROM: Mark Van Vleck, P.E. Executive Director, Utilities Markvv@cctexas.com 361-826-1874 Annual Joint Funding Agreement for Water Resources Investigation with the United States Geological Survey (USGS). CAPTION: Motion authorizing the City Manager or his designee to renew an annual Joint Funding Agreement for Water Resources Investigation with the United States Geological Survey (USGS), U.S. Department of the Interior, for automated river gauging stations to gather and maintain accurate records of all inflows and releases in the City's water reservoir, with the City's cost to be $157,060. PURPOSE: To continue the use of automated river gauging stations to gather and maintain accurate records of all inflows and releases in the City's water reservoir system. BACKGROUND AND FINDINGS: Texas Water Rights Permit No. 3358 requires specified releases from the reservoir be made to the bays and estuaries. The City utilizes the United States Geological Survey (USGS) to establish automated river gauging stations to gather and maintain accurate records of all inflows and releases in the water reservoir system. The contract period is October 1, 2015 through September 30, 2016. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This agreement conforms to City Charter requirements EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: X Operating Revenue ❑ Capital Not applicable Fiscal Year: 2015- 2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $160,000 Encumbered / Expended Amount This item $157,060 BALANCE $2,940 Fund(s): Water Comments: Total cost will be split between the organizations Wesley Seale Dam and Choke Canyon Dam respectively. RECOMMENDATION: Approval of the continued annual joint funding agreement with the USGS. LIST OF SUPPORTING DOCUMENTS: Joint -funding agreement Ronald Olson City Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Dear Mr. Olson, United States Department of the Interior U.S. GEOLOGICAL SURVEY Texas Water Science Center 1505 Ferguson Lane Austin, TX 78754 June 19, 2015 Enclosed are two signed originals of our standard joint -funding agreement for the project(s) Texas Water Science Center Water Resources Investigations, during the period October 1, 2015 through September 30, 2016 in the amount of $157,060 cash from your agency. U.S. Geological Survey contributions for this agreement are $28,950 for a combined total of $186,010. Please sign and return one fully -executed original to Karen Beers at the address above. Federal law requires that we have a signed agreement before we start or continue work. Please return the signed agreement by September 1, 2015. If, for any reason, the agreement cannot be signed and returned by the date shown above, please contact Meghan Roussel by phone number (512) 927-3503 or email mroussel@usgs.gov to make alternative arrangements. This is a fixed cost agreement to be billed quarterly via Down Payment Request (automated Form DI -1040). Please allow 30 -days from the end of the billing period for issuance of the bill. If you experience any problems with your invoice(s), please contact Kandis Becher at phone number (817) 263-9545 Ext 225 or email at kkbecher@usgs.gov. The results of all work performed under this agreement will be available for publication by the U.S. Geological Survey. We look forward to continuing this and future cooperative efforts in these mutually beneficial water resources studies. Sincerely, Enc.: 16CMTX029000000(2 ) Meghan Roussel Acting Director Form 9-1366 (April 2015) U.S. Department of the Interior U.S. Geological Survey Joint Funding Agreement FOR Water Resource Investigations Agreement#: 16CMTX029000000 Customer#: 6000000486 Project #: SJ009ME TIN #: 74-6000574 USGS DUNS #: 128821266 Fixed Cost Agreement YES( X ] NOj 1 THIS AGREEMENT is entered into as of the October 1, 2015, by the U.S. GEOLOGICAL SURVEY, Texas Water Science Center, UNITED STATES DEPARTMENT OF THE INTERIOR. party of the first part, and the City of Corpus Christi party of the second part. 1. The parties hereto agree that subject to the availability of appropriations and in accordance with their respective authorities there shall be maintained in cooperation Water Resource Investigations (per attachment), herein called the program. The USGS legal authority is 43 USC 36C; 43 USC 50, and 43 USC 50b. 2. The following amounts shall be contributed to cover all of the cost of the necessary field and analytical work directly related to this program. 2(b) include In -Kind -Services in the amount of 80.00 (a) $28,950 by the party of the first part during the period October 1, 2015 to September 30, 2016 (b) $157,060 by the party of the second part during the period October 1, 2015 to September 30, 2016 (c) Contributions are provided by the party of the first part through other USGS regional or national programs, in the amount of : Description of the USGS regional/national program: (d) Additional or reduced amounts by each party during the above period or succeeding periods as may be determined by mutual agreement and set forth in an exchange of letters between the parties (e) The performance period may be changed by mutual agreement and set forth in an exchange of letters between the parties. 3. The costs of this program may be paid by either party in conformity with the laws and regulations respectively governing each party. 4. The field and analytical work pertaining to this program shall be under the direction of or subject to periodic review by an authorized representative of the party of the first part. 5. The areas to be included in the program shall be determined by mutual agreement between the parties hereto or their authorized representatives. The methods employed in the field and office shall be those adopted by the party of the first part to insure the required standards of accuracy subject to modification by mutual agreement. 6. During the course of this program, all field and analytical work of either party pertaining to this program shall be open to the inspection of the other party, and if the work is not being carried on in a mutually satisfactory manner, either party may terminate this agreement upon 60 days written notice to the other party. 7. The original records resulting from this program will be deposited in the office of origin of those records. Upon request, copies of the original records will be provided to the office of the other party. 8. The maps. records or reports resulting from this program shall be made available to the public as promptly as possible. The maps, records or reports normally will be published by the party of the first part. However. the party of the second part reserves the right to publish the results of this program and, if already published by the party of the first part shall, upon request; be furnished by the party of the first part; at cost, impressions suitable for purposes of reproduction similar to that for which the original copy was prepared. The maps, records or reports published by either party shall contain a statement of the cooperative relations between the parties. 9. USGS will issue billings utilizing Department of the Interior Bill for Collection (form DI -1040). Billing documents are to be rendered quarterly. Payments of bills are due within 60 days after the billing date. If not paid by the due date, interest will be charged at the current Treasury rate for each 30 day period, or portion thereof, that the payment is delayed beyond the due date. (31 USC 3717; Comptroller General File B-212222, August 23, 1983.). Form 9-1366 (April 2015) Name: Address: Telephone: Fax: Email: Name: Address: Telephone: Fax: Email: By Name: eg • n - oussel Title: Acting Director U.S. Department of the Interior U.S. Geological Survey Joint Funding Agreement FOR Water Resource Investigations USGS Technical Point of Contact Meghan Roussel Supervisory Hydrologist 1505 Ferguson Lane Austin, TX 78754 (512) 927-3503 (512) 927-3590 mroussel@usgs.gov USGS Billing Point of Contact Kandis Becher Budget Analyst 2775 Altamesa Blvd. Fort Worth, TX 76133 (817) 263-9545 Ext 225 (817) 361-0459 kkbecher@usgs.gov U.S. Geological Survey United States Department of Interior Signature Date: Jun 19, 2015 Name: Address: Telephone: Fax: Email: Name: Address: Telephone: Fax: Email: Agreement#: 16CMTX029000000 Customer#: 6000000486 Project #: SJ009ME TIN #: 74-6000574 USGS DUNS #: 128821266 Customer Technical Point of Contact Ronald Olson City Manager 1201 Leopard Street Corpus Christi, TX 78401 (361) 826-3220 RonO@cctexas.com Customer Billing Point of Contact M. P. Sudhakaran Water Resources Mgmt Advisor 2726 Holly Road Corpus Christi, TX 78415 (361) 826-3667 (361) 826-4420 mp@cctexas.com City of Corpus Christi Signatures By Date: Name: Title: By Date: Name: Title: By Date: Name: Title: STATION NUMBER 001: SURFACE WATER City of Corpus Christi 16CMTX029000000 DESCRIPTION USGS COOP TOTAL FUNDS FUNDS FUNDS 08194000 Nueces River at Cotulla, TX Full Range Streamflow Station 08194500 Nueces River near Tilden, TX Full Range Streamflow Station 08205500 Frio River near Derby, TX Full Range Streamflow Station 08206600 Frio River at Tilden, TX Full Range Streamflow Station 08206900 Choke Canyon Reservoir nr Three Rivers, TX Reservoir Contents 08206910 Choke Canyon Res. outflow nr Three Rivers, TX Q below Base and Continous Stages $4,580.00 $10,870.00 $15,450 $4,580.00 $10,870.00 $15,450 $4,580.00 $10,870.00 $15,450 $4,580.00 $10,870.00 S15,450 $2,465.00 $5,215.00 $7,680 $2,850.00 $7,350.00 $10,200 08210000 Nueces River near Three Rivers, TX Full Range Streamflow Station $0.00 S0.00 SO Funded by the National Stream Flow Information Program (NSIP) 08210500 Lake Corpus Christi near Mathis, TX Reservoir Contents $2,465.00 $5,215.00 $7,680 08211000 Nueces River near Mathis, TX Full Range Streamflow Station $0.00 $0.00 $0 Funded by the National Stream Flow Information Program (NSIP) 08211200 Nueces River above Bluntzer, TX Q below Base and Continous Stages $2,850.00 $7,350.00 $10,200 08211500 Nueces River at Calallen, TX Full Range Streamflow Station S0.00 $0.00 $0 Funded by the National Stream Flow Information Program (NSIP) 08211503 Rincon Bayou Channel near Calallen, TX Q below Base with AVM and Continuous Stage $0.00 $13,050.00 S13,050 SURFACE WATER TOTAL: $28.950 $81,660 $110,610 STATION NUMBER DESCRIPTION USGS COOP TOTAL FUNDS FUNDS FUNDS 003:WATER QUALITY 08211200 Nueces Rv at Bluntzer, Tx Temp., Cond., pH, Diss. Oxy., Turbidity Monitor (5-Parm) 08211503 Rincon Bayou Channel near Ca!alien, TX Temp. and Cond. Monitor (2-Parm) 821150305 Rincon Bayou Channel near Odem, TX Temp. and Cond. Monitor (2-Parm) WATER -QUALITY TOTAL: $0 $43.000 $43,000 $0 $43.000 $43.000 $0 $16,200 $16,200 $0 $16,200 $16.200 $0 $16,200 $16.200 $0 $16,200 $16,200 $0 $75.400 $75.400 PROJECT USGS COOP TOTAL FUNDS FUNDS FUNDS SURFACE WATER: 001 $28,950 $81,660 $110,610 WATER QUALITY: 003 $0 $75,400 $75,400 TOTAL $28,950 $157,060 $186,010 USGS Contributions USGS Cooperative Water Program Funding National Stream Information Program Contribution (3 gages) $28,950 $46,350 Total USGS Contribution $75,300 AGENDA MEMORANDUM Action Item for the City Council Meeting of September 29, 2015 DATE: September 15, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works and Utilities gustavogo@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg©cctexas.com (361) 826-3729 FROM: Andres Leal, Jr., P.E., Interim Director of Street Operations andyl(ccctexas.com (361) 826-1957 CAPTION: Jerry Shoemaker, P. E., Senior Program Manager, Capital Programs jerrys2@cctexas.com (361) 826-3516 Engineering Professional Services Contract Automated Pavement Condition Index Survey Motion authorizing the City Manager, or designee, to execute a contract for professional services with Transmap Corporation in the amount of $372,125.70 for the Automated Pavement Condition Index Survey project. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a contract for professional services for the Automated Pavement Condition Index Survey project Base Bid 1 (Automated Pavement Condition Index survey), Base Bid 2 (Automated inventory of various street network components), Base Bid 3 (integrated system), plus Additive Alternates 1 (library of reports) and 2 (technical support). BACKGROUND AND FINDINGS: The Street Operations Department has historically collected pavement condition index (PCI) scores manually. This methodology requires the use of two full time staff to inspect over a period of three years the City's entire 1,234 centerline miles of street system. PCI scores are used to evaluate street pavement condition that drives either maintenance or reconstruction work. In Fiscal 2015 Street Operations budgeted to implement an automated PCI survey as a more efficient, and timely method of updating PCI scores for the street network. A Request for Proposal (RFP 2015-06) 1 was issued in July 2015. The RFP consisted of three Base Bid Items: Automated PCI Survey (Base Bid 1), Street network operational components inventory (Base Bid 2), and Integrated Software System (Base Bid 3) as well as two Additive Alternates (a library of reports and continued technical support). Two firms responded to the RFP: IMS Infrastructure Management Services and Transmap Corporation. Both contractors were fully qualified and bring good past performance. Transmap was determined to be the best value to the City with the lowest proposed cost. Base Bid 1, the automated PCI survey, will be done using a van equipped with the latest high tech laser line projectors, high speed cameras, and advanced optics to acquire high resolution profiles of the street while driving on the street. Instead of taking three years to complete a survey of the street network, the automated survey will determine PCI scores for all streets within the City in only a few months with the results directly transferred into City databases. Subsequent automated PCI surveys are anticipated to be contracted and performed every two years in order that data is kept up-to-date. Base Bid 2 provides an automated inventory of various street network operational components such as signs, markings, signals, curb and gutter, etc. These additional pieces of data will be acquired at the same time that the pavement condition survey is performed and will be incorporated into the City's various software systems (GIS, Cartegraph, etc.) for use by the Street Operations Department. Finally, Street Operations uses multiple platforms (MicroPAVER, GIS, Maximo, Cartegraph, Microsoft Access) in order to record and manage street infrastructure information. Base Bid 3 provides for a consolidation of information into the City's MicroPAVER and GIS systems as well as data loads into Cartegraph. Under Additive Alternates 1 and 2, the contractor will develop reports for the City's use and will provide technical support following implementation of the consolidation in order that the City may more effectively use its existing systems. Transmap, which is headquartered in Upper Arlington, Ohio, will partner with Bass & Welsh Engineering of Corpus Christi, for engineering services associated with this project. RECOMMENDATION: The major factors contributing to the recommendation of the selection committee are in accordance with the evaluation criteria specified in the RFP and as follows: 1. Price — Respondent's price is within project budget. 2. Experience, Background, Qualifications — Respondent's relevant experience under these projects, specific experience with public entities, resources, professional qualifications, safety records, and field experience with minimum five years relevant experience. 3. Proposal Plan — Respondent's project proposed plan and approach, methodology and software, operational plan, quality assurance, safety plan, and training plan. Both respondents were fully qualified and had good past performances. Transmap Corporation was determined to be the best value to the City with the lowest proposed price. City staff recommends execution of a contract for professional services with Transmap Corporation for the Automated Pavement Condition Index Survey Project Base Bids 1, 2 and 3, plus Additive Alternates 1 and 2 for a total award amount of $372,125.70. ALTERNATIVES: 1. Authorize execution of a contract for professional services for Base Bid Items 1, 2 and 3 and Additive Alternates 1 and 2. 2. Authorize execution of any one or more of Base Bid Items 1, 2 and 3 and no Additive Alternates. 3. Authorize execution of any one or more of Base Bid Items 1, 2 and 3 and one or more of Additive Alternates 1 and 2. 4. Do not authorize execution of a contract for professional services. (Not Recommended) 2 OTHER CONSIDERATIONS: The total contract cost of Base Bids 1, 2 and 3, and Additive Alternates 1 and 2 is less than the amount budgeted for this project. CONFORMITY TO CITY POLICY: This contract complies with City policy regarding Professional Service Contracts and financial policies as part of the FY2015 Operating Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years Total Budget $0.00 $500,000.00 $0.00 $500,000.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 $0.00 This item $0.00 $372,125.70 $0.00 $0.00 Future Anticipated Expenditures This Project $0.00 $0.00 $0.00 $0.00 BALANCE $0.00 $127,874.30 $0.00 $0.00 Fund(s): Street Fund Comments: LIST OF SUPPORTING DOCUMENTS: Contract Presentation 3 Automated PCI Survey Contract Council Presentation September 29, 2015 PCI Data Collection 11 Current lir Aik Proposed • Manual collection of data: ✓ Windshield & walking survey • Automated: ✓ Van, lasers, digital cameras • Random sampling of street sections • Increased sampling • Data collection only on areas inspected • Data collection on 100% of pavement • Street network covered in 3 -year cycles • Entire street network covered in about 1 month Additional Services Provided ➢ Street System Inventory information collected w/ PCI data: o Signs & markings o Signals/flashers/cabinets o Curb & gutter o Bridges ➢ Data loaded into existing systems: o Cartegraph & MicroPAVER o Integrated w/ GIS ➢ Semi -integrated system + reports + technical support o 6 Existing systems - MicroPAVER, GIS, Maximo, Cartegraph Signs, Cartegraph Signals, Street Inventory Access Data Base o Contractor develop reports o Continued technical support Automated PCI Survey G4;41 FICH 1 ',p tNr yn$Y foo Questions? 4 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director of Capital Programs) and Transmap Corporation, a Ohio corporation, 3366 Riverside Drive, Suite 103, Upper Arlington, Franklin County, Ohio 43221, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT Automated Pavement Condition Index Survey (Project No. E15194) — The project provides for a collection of pavement condition index (PCI) scores for the City's entire 1,234 centerline miles of street system, implements the data into the City's MicroPaver, GIS systems, and Cartegraph, delivers reports and technical support. 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, NE will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Capital Programs. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services - A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Capital Programs. Work will not begin on any phase or any Additional Services until requested in writing by the NE and written authorization is provided by the Director of Capital Programs. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit "A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Capital Programs. The Director of Capital Programs may direct the NE to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. NE shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. Contract for Professional Services Page 1 of 3 KIENGINEERING DATAEXCHANGEIANGIEMISTREETIE15194 AUTOMATED PAVEMENT CONDITION INDEX SURVEYICONTRACT PROFESSIONAL SERVICES.DOC 4. INDEMNITY AND INSURANCE NE agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the NE a fee as described in Exhibit "A" for providing services authorized, a total fee not to exceed $372,125.70 (Three Hundred Seventy Two Thousand One Hundred Twenty Five Dollars and Seventy Cents). Monthly invoices will be submitted in accordance with Exhibit "C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the NE at the address of record. In this event, the NE will be compensated for its services on all stages authorized based upon NE and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The NE agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The NE will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the NE staff. If the NE is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the NE without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the NE may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re -use of modified plans. Contract for Professional Services Page 2 of 3 KIENGINEERING DATAEXCHANGE%ANGIEMISTREET\E15194 AUTOMATED PAVEMENT CONDITION INDEX SURVEYICONTRACT PROFESSIONAL SERVICES.DOC 10. DISCLOSURE OF INTEREST A/E further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. CITY OF CORPUS CHRISTI Transmap Corporation J. H. Edmonds, P.E. Date Howard Luxhoj, P.E. Date Director of Capital Programs President/CEO 3366 Riverside Drive, Sutie 103 Upper Arlington, OH 43221 RECOMMENDED (614) 886-4100 Operating Department Date APPROVED AS TO LEGAL FORM Legal Department Date APPROVED Office of Management Date and Budget ATTEST Rebecca Huerta Date City Secretary Fund Name Accounting Unit Account No. Activity No. Account Category Amount Street Operating 1041-12403-051 530000 El 5194011041 EXP 30000 $186,062.85 Street Operating 1041-12403-053 530000 El 5194011041 EXP 30000 $186,062.85 Total $372,125.70 Contract for Professional Services Page 3 of 3 KIENGINEERING DATAEXCHANGEIANGIEMISTREETIE15194 AUTOMATED PAVEMENT CONDITION INDEX SURVEYICONTRACT PROFESSIONAL SERVICES.DOC roadway inventory asset management integration map September 10th, 2015 City of Corpus Christi, Texas Attn: Angie Menchaca, Contracts Funds Administrator 1201 Leopard Street, 3rd Floor, Corpus Christi, Texas 78401 RE: Request For Proposal (No. 2015-06), Automated Pavement Condition Index Survey Ms. Menchaca: Thank you for allowing Transmap Corporation to propose our solutions. We are pleased to present the City of Corpus Christi with our revised fee schedule for your Request For Proposal. I have outlined a few key features that you will find beneficial in qualifying Transmap as the best provider for your pavement and roadway asset management needs: • Transmap/Bass & Welsh Engineering Team - Strategic Partnership - PhDs, PEs, and GISPs on staff - Licensed Texas PEs on team (No. 26677 & No. 36240) • Texas Presence - Excellent Texas project experience (City of Killeen, City of Midland, City of El Paso, City of Schertz, City of Conroe, City of Baytown, City of Stephenville) • GIS Focused - Esri Public Works Solutions Partner - Web GIS reporting - Map -based analysis • Open Source - Our open source policy allows for data to be seamlessly implemented into any software system (MicroPAVER, Cartegraph, Esri, Maximo) • Crack Map 3D - 2015 2D/3D Laser Crack Measurement System (100% Coverage) - Field Verification (QA/QC) - ASTM Pavement Condition Analysis - Customer Delivery Interface • Technology Focused - Latest mobile -mapping technologies - Dual systems (2 Ladybug5 30MP + 2 HD LiDAR) - Lasers - Robust calibration procedures I can be contacted at cschorlingetransmap.com or on my mobile at 614-537-6297. For a digital copy of our proposal response, please log on to tmap.pro/CC. Best regards, 9� Crai chorling, GISP Vice President Transmap Corporation Transmap • 3366 Riverside Drive, Suite 103 Upper Arlington, Ohio 43221 • Phone: 614-481-6799 Fax: 614-481-4017 • transmap.com • facebook.com/transmap Transmap Florida -Regional • 3001 N. Rocky Point Dr. E. Suite 200 • Tampa, FL 33607 • Phone 813-286-6180 Fax: 813-289-7748 • twitter.com/transmap tmap.pro/CC EXHIBIT "A" Page 1 of 2 TRANSMAP CORPORATION Base Bid Item 1 1 Project Initiation 2 Network Referencing & GIS Linkage 3 Mobilization/Calibration of laser surface condition assessment equipment 4 Laser surface condition assessment - roadway 5 Mobilization/Calibration of subsurface condition assessment equipment 6 Subsurface Condition Survey (2 tests per block) - 30 miles per day 7 Data QA/QC, Processing, Format & Supply Additional Sampling (per sample) 8 Provision of Digital Images at 17 -foot intervals* 9 Field Reviews QA & Analysis 10 MicroPAVER Data Load - pavements 11 Cartegraph Data Load - pavements 12 Project Management I Quantity Units Unit Rate Total 1 LS $0.00 $0.00 1234 CL -Mi $1.29 $1,591.86 1 LS $0.00 $0.00 1616 T -Mi $45.99 $74,319.84 1 LS $0.00 $5,770.00 5 Days $3,195.00 $15,975.00 1616 T -Mi $36.60 $59,145.60 1 $5.59 1616 T -Mi $0.00 $0.00 2 EA $0.00 $0.00 1 LS $1,925.00 $1,925.00 1 LS $5,500.00 $5,500.00 1 LS $6,775.00 $6,775.00 Total Base Bid 1 Base Bid Item 2 13 Asset Data Collection 14 a. Signs & Support Inventory/Condition Database Development b. Pavement Striping/Markings Inventory/Condition Database Development c. Bridge Inventory/Location Database Development d. Signals/Flashers/Controllers Database Development e. Curb & gutter Database Development f. Storm drain inlet Database Development 15 Sign/Markings/Striping Retroreflectivity 1 1616 T -Mi $0.00 1616 T -Mi $22.50 1616 T -Mi $12.50 1616 T -Mi $3.75 1616 T -Mi $9.50 1616 T -Mi $10.50 1616 T -Mi $4.50 1616 T -Mi $22.90 $171,002.30 I Total Base Bid 2 $0.00 $36,360.00 $20,200.00 $6,060.00 $15,352.00 $16,968.00 $7,272.00 $37,006.40 $139,218.40 I Base Bid Item 3 16 User-friendly software/data base solution (Integrated System) 17 Onsite training 1 1 2 LS DA $1,005.00 $3,200.00 Total Base Bid 3 Additive Alternate 1 18 Custom Report Development 1 40 HR $125.00 Total Additive Alternate 1 Additive Alternate 2 19 Technical Support 1 500 HR $99.00 Total Additive Alternate 2 $1,005.00 $6,400.00 $7,405.00 I $5,000.00 $5,000.00 I $49,500.00 $49,500.00 I Base Bid 1, 283 Base Bid 1, 2 & 3 + Additive Alernate 1 Base Bid 1, 2 & 3 + Additive Alernate 2 Base Bid 1, 2 & 3 + Additive Alemate 1 & 2 $317,625.70 $322,625.70 $367,125.70 $372,125.70 * If Proposer provides digital images at other than the specified interval, Proposer must convert their pricing to the specified interval. THIS RFP IS FOR AUTOMATION OF THE STREET SURVEY BY MECHANIZED EQUIPMENT AND ASSOCIATED DATA TRANSFER/COLLECTION IN AN APPROPRIATE DATABASE. ANY SERVICES BY AN ENGINEER IS SUBSIDIARY TO THE WORK AND THEREFORE ARE NOT A FACTOR IN THE EVALUATION OF QUALIFICATIONS OR PRICE. THE FOLLOWING BID SHALL BE COMPLIANT WITH THE TERMS AND CONDITIONS OF RFP 2015-06 AUTOMATED PAVEMENT CONDITION INDEX SURVEY POSTED JULY 23, 2015. EXHIBIT "A" Page 2 of 2 EXHIBIT B INSURANCE REQUIREMENTS & INDEMINIFICATION I. CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager and Director of Capital Programs. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim $2,000,000 Aggregate (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Consultant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. EXHIBIT "B" Page1 of 3 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. B. Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Consultant shall be required to submit a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Consultant or as requested by the City. Consultant shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Consultant agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non- renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. EXHIBIT "B" Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend Indemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey Reporting Co & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. xxxxxx Invoice No. 12345 Invoice Date: Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7% 20,818 0 0 20,818 1,000 500 1,500 7% 0 0 0 0 0 0 0n/a 14,166 0 0 14,166 0 0 0 n/a 0% 0 0 0 0 0 0 O $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% $0 $0 $0 $0 $0 $0 $0 n/a 0 0 0 0 0 0 0 n/a 9,011 0 0 9,011 0 0 0 0% 29,090 0 0 29,090 0 0 0 0% 1,294 0 0 1,294 0 0 0 0% TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD TBD 0% $39,395 $0 $0 $39,395 $0 $0 $0 0% $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% 39,395 0 0 39,395 0 0 0 0% $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3% CITY OF CORPUS CHRISTI CioDISCLOSURE OF INTEREST Corpus Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Transmap Corporation P. O. BOX: Not applicable STREET ADDRESS: 3366 Riverside Dr., Ste. 103 CITY: Upper Arlington ZIP: 43221 FIRM IS: 1. Corporation 4. Association 2. Partnership 5. Other 3. Sole Owner 0 DISCLOSURE QUESTIONS If additional space is necessary, please use the revere side of this page or attach separate sheet. 1. State the names of each employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) Not applicable 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title Not applicable 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee Not applicable 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an `ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant Not applicable FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Howard LuxhoiePTitle: President/CEO (type or Print) Signature of Cerdfyiog Person: DEFINITIONS Date: $3/15 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. g. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 29, 2015 Second Reading Ordinance for the City Council Meeting of October 13, 2015 DATE: TO: FROM: September 16, 2015 Ronald L. Olson, City Manager Mike Markle, Interim Chief of Police mikemacctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for the 3rd project year CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $84,795.95 for the 3rd project year of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $14,998.99 and an in-kind match of $6,200.00 from the No. 1020 Police General Fund; appropriating the $84,795.95 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $14,998.99 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $105,994.94. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victim Assistance Program Community Outreach is the 3rd year of a grant designed to assist victims in stabilizing their lives after victimization. In high crime rate districts, many victims are resistant to cooperation with law enforcement and the criminal justice system due to the emotional and physical impact of the crime. The grant provides funding for a Victim Case Manager to provide community outreach to identify resistant or reluctant victims of crime and assist victims in understanding and participating in the criminal justice system. Through public presentations, multi -disciplinary meetings and legal advocacy, the case manager will provide crisis intervention and follow up services in order to establish rapport and build resiliency of victims in districts at high risk for violence. A Staff Assistant will keep accurate and timely records, including information properly entered into database systems. The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. The funding is not on a declining percentage or ending funding cycle. This grant period is for 13 months 9/1/2015 — 9/30/2016 as the State is aligning all grants to the State fiscal year. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015- 2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $14,998.99 $14,998.99 BALANCE $14,998.99 $14,998.99 Fund(s): General Fund, Cash contribution to grants Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $84,795.95 for the 3rd project year of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $14,998.99 and an in-kind match of $6,200.00 from the No. 1020 Police General Fund; Appropriating the $84,795.95 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $14,998.99 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $105,994.94. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $84,795.95 for the 3rd project year of the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $14,998.99 and an in-kind match of $6,200.00 from the No. 1020 Police General Fund. SECTION 2. That $84,795.95 grant is appropriated in the No. 1061 Police Grants Fund to continue the Victims of Crime Act (VOCA) Outreach Program in the Police Department. SECTION 3. The transfer of $14,998.99 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $105,994.94. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Office of the Governor Page 1 of 2 *** PREVIEW - Statement of Grant Award (SOGA) - PREVIEW *** The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division rules in Title 1, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded as well as any and all applicable federal and state statutes, regulations, policies, guidelines and requirements, including, but not limited to, 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Texas Government Code, Chapter 783, Uniform Grant and Contract Management; and the Texas Uniform Grant Management Standards (UGMS) that govern the application, acceptance and use of Federal and State funds for this project. In instances where multiple requirements apply to a subrecipient, the more restrictive requirement applies. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grantee Responsibilities Memo, the Comprehensive Certifications and Assurance Form, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: Date Awarded: Grant Period: Liquidation Date: Program Fund: Grantee Name: Project Title: Grant Manager: DUNS Number: 2677I03 PREVIEW - AWARD NOT ACTIVE 09.01/2015 - 09130i2016 12x29..2016 VA -Victims of Crime Act Formula Grant Program Corpus Christi, City of Victim Assistance Community Outreach Daisy Saenz-Rodriguez 069457786 CFDA: Federal Awarding Agency: Federal Award Date: Federal/State Award ID Number: Total Federal Award/State Funds Appropriated: Pass Thru Entity Name: Is the Award R&D: Federal/State Award Description: Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: $84,795.95 $14,998.99 $6,200.00 $105,994.94 16.575 - Victims of Crime Act Formula Grant Program U.S. Department of Justice, Office of Justice Programs, Office for Victims of Crime 8:25.'2015 2015-V'A-GX-0009 $161,830,424.00 Texas Office of the Governor Criminal Justice Division (CJD) No This grant award provides funds from the Crime Victims Fund to enhance crime victim services in the State. Victims of Crime Act (VOCA) assistance funds are typically competitively awarded by the State to local community-based organizations that provide direct services to crime victims List of Post -Award Conditions of Funding and Other Fund -Specific Requirements Condition of Funding / Project Requirement Date Created Date Met Hold ProjectIte Funds Hold Li m Funds Other Condition of Funding. Grant Period Realignment 7/28/2015 Resolution: Except for state agencies, each applicant agency must submit a resolution from the applicable governing body (such as the city council, county commissioners' court, school board, or board of directors) electronically using the 'Upload' function in the eGrants system. 6/18/2015 https://egrants.gov.texas.gov/project/awardpreview.aspx?i2-1 &i 1=8&gh=9D-37-8F-Al-1... 9/10/2015 Office of the Governor Page 2 of 2 Please be advised that OOG has added a Condition of Funding (CoF) that will hold funds on a specific budget line item(s) that must be met. You can review the CoF by going to the Summary tab and Clicking on the View Condition of Funding link. Assuming all other Conditions of Funding noted on the Statement of Grant award have been met, you will be able to request reimbursement for any line item except for the one(s) with the fund hold until that fund hold is cleared. 7.28.20I5 https://egrants.gov.texas.gov/project/awardpreview.aspx?i2=1 &i 1=8&gh=9D-37-8F-A 1-1... 9/1012015 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 29, 2015 Second Reading Ordinance for the City Council Meeting of October 13, 2015 DATE: TO: September 16, 2015 Ronald L. Olson, City Manager FROM: Mike Markle, Interim Chief of Police mikemacctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act Grant (VOCA) within the Police Department for the 16th and 17th project years CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $188,264.42 to continue the Victims of Crime Act (VOCA) Grant within the Police Department for the 16th and 17th project years with a City match of $43,067.05 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $188,264.42 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $43,067.05 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $235,331.47. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues support for the Family Violence Unit that utilizes officers and volunteers to contact family violence victims when a written report is made by a field officer or from a walk-in to the unit at the Police Department. The grant provides funds for one victim case manager to contact victims who often fear retaliation and violence when the offender is released following arrest; contact with an advocate (case manager) can provide information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager serves to establish and encourage a working relationship between social agencies and the Police Department and provides educational opportunities to the community through speaking engagements, distribution of literature, etc. The long term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long- term safety needs. The State provides for the salary/benefits of one Victim Case Manager, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. This grant period is 9/1/2015 — 9/30/2017 a two year and one month award period. The State is converting grants to a 2 year cycle as well as aligning grants with the State fiscal year. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015- 2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $20,672.18 $22,394.87 $43,067.05 BALANCE $20,672.18 $22,394.87 $43,067.05 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Office of the Governor Page 1 of 2 *** PREVIEW - Statement of Grant Award (SOCA)- PREVIEW *** The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division rules in Title 1, Part 1, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded as well as any and all applicable federal and state statutes, regulations, policies, guidelines and requirements, including, but not limited to, 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Texas Government Code, Chapter 783, Uniform Grant and Contract Management; and the Texas Uniform Grant Management Standards (UGMS) that govern the application, acceptance and use of Federal and State funds for this project. In instances where multiple requirements apply to a subrecipient, the more restrictive requirement applies. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grantee Responsibilities Memo, the Comprehensive Certifications and Assurance Form, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below. Grant Number: Date Awarded: Grant Period: Liquidation Date: Program Fund: Grantee Name: Project Title: Grant Manager: DUNS Number: 1522316 PREVIEW - AWARD NOT ACTIVE 09'01: 2015 - 09:30:2017 12.29;2017 VA -Victims of Crime Act Formula Grant Program Corpus Christi, City of Victims of Crime Act Daisy Saenz-Rodriguez 069457786 CFDA: Federal Awarding Agency: Federal Award Date: Federal/State Award ID Number: Total Federal Award/State Funds Appropriated: Pass Thru Entity Name: Is the Award R&D: Federal/State Award Description: Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: $188,264.42 $43,067.05 $4,000.00 $235,331.47 16.575 - Victims of Crime Act Formula Grant Program U.S. Department of Justice, Office of Justice Programs, Office for Victims of Crime 8 25 2015 2015-VA-GX-0009 $161,830,424.00 Texas Office of the Governor Criminal Justice Division (CJD) No This grant award provides funds from the Crime Victims Fund to enhance crime victim services in the State. Victims of Crime Act (VOCA) assistance funds are typically competitively awarded by the State to local community-based organizations that provide direct services to crime victims List of Post -Award Conditions of Funding and Other Fund -Specific Requirements Condition of Funding / Project Requirement te Geated Date Met Hold Project Funds Hold Item Funds Grant Period Realignment. 7/27/2015 Please be advised that OOG has added a Condition of Funding (CoF) that will hold funds on a specific budget line item(s) that must be met. You can review the CoF by going to the Summary tab and Clicking on the View Condition of Funding link. Assuming all other Conditions of Funding noted on the Statement of Grant award have been met, you will be able to request 7/27/2015 https:l/egrants.gov.texas.gov/project/awardpreview.aspx?i2=1 &i 1=8&gh=D 1 -B2 -3D-71-7... 9/10/2015 Office of the Governor Page 2 of 2 eimbursement for any line item except for the one(s) with the fund hold until hat fund hold is cleared. https://egrants.gov.texas.gov/project/awardpreview.aspx?i2- 1 &i 1 8&gh D1 -B2 -3D-71-7... 9(10/2015 Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $188,264.42 to continue the Victims of Crime Act (VOCA) grant within the Police Department for the 16th and 17th project years with a City match of $43,067.05 and an in-kind match of $4,000 from the No.1020 Police General Fund; Appropriating the $188,264.42 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of $43,067.05 from the No. 1020 General Fund to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $235,331.47. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $188,264.42 to continue the Victims of Crime Act (VOCA) grant within the Police Department for the 16th and 17th project years with a City match of $43,067.05 and an in-kind match of $4,000 from the No.1020 Police General Fund. SECTION 2. That $188,264.42 grant is appropriated in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department. SECTION 3. The transfer of $43,067.05 from the No. 1020 General Fund to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $235,331.47. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 29, 2015 Second Reading Ordinance for the City Council Meeting of October 13, 2015 DATE: TO: September 10, 2015 Ronald L. Olson, City Manager THRU: Margie Rose, Deputy City Manager MargieR@cctexas.com 361.826.3220 Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the IMM/LOCALS Immunization Branch -Locals Grant in the amount of $241,637, and appropriation of the funds for the contract period September 1, 2015 through August 31, 2016; and ratifying acceptance of the grant agreement to begin September 1, 2015 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the IMM/LOCALS Immunization Branch - Locals grant in the amount of $241,637 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide for personnel costs and other expenses to fund an immunization program for children, adolescents, and adults, with special emphasis on children three years of age or younger for the contract period September 1, 2015, through August 31, 2016; and ratifying acceptance of the grant agreement to begin September 1, 2015 PURPOSE: To be used to provide for personnel costs, supplies and other expenses to provide immunizations to eligible children, adolescents, and adults, with special emphasis on children three years of age or younger to stop vaccine preventable diseases from occurring in the population of the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $241,637 to provide for personnel costs, supplies and other expenses to provide immunizations to eligible children, adolescents, and adults, with special emphasis on children three years of age or younger to stop vaccine preventable diseases from occurring in the population of the State of Texas. ALTERNATIVES: Refuse the grant and discontinue providing immunizations to the population of the State of Texas. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $241.637 $241.637 BALANCE $241.637 $241.637 Fund(s): Grant Comments: The grant does not require a cash or in-kind match by the City. The Department of State Health Services ("DSHS") allows the Health Department to charge fees to administer vaccines provided by the grant; however, any fees collected during each month of the grant must be deducted from each monthly grant reimbursement request made to DSHS. Annual grant program fees are estimated to be $70,000 that has been included in the FY2016 Health Department Budget. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings and ratification of the grant contract to begin September 1, 2015. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. 2016-000014-00 Ordinance Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the IMM/LOCALS Immunization Branch -Locals grant in the amount of $241,637 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide for personnel costs and other expenses to fund an immunization program for children, adolescents, and adults, with special emphasis on children three years of age or younger for the contract period September 1, 2015, through August 31, 2016; and ratifying acceptance of the grant agreement to begin on September 1, 2015. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $241,637 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2015 through August 31, 2016, to provide personnel costs and other expenses to fund an immunization program for children, adolescents, and adults, with special emphasis on children three years of age or younger. Section 2: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 3: Further the City Council ratifies acceptance of the grant to begin as of September 1, 2015. A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2016-000014-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $241,637.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2015 and ends on 08/31/2016. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority: As applicable, DSHS enters into this Contract under the authority of Texas Health and Safety Code Chapter 12 or 1001 or Texas Government Code Chapters 531, 771, 791 or 2155. 6. Program Name: IMM/LOCALS Immunization Branch -Locals Page 1 of 13 7. Statement of Work: Contractor shall implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger (birth to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein. Contractor shall be enrolled as a provider in the Texas Vaccines for Children (TVFC) and the Adult Safety (ASN) Programs by the effective date of this Program Attachment. This includes a signed Deputization Addendum Form (E6-102) and adherence to the TVFC Operations Manual and associated TVFC policy guidelines provided by DSHS (located at http://www.dshs.state.tx.us/immunize/tvfc/tvfc_manual.shtm). Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the ASN and TVFC Programs, including guidelines for proper storage, handling, and safeguarding of vaccines in the event of natural disaster. Contractor shall comply with all requirements laid out in the final, approved Work Plan (Exhibit A). • Contractor will use the current vaccine management system as described in the TVFC Operations Manual. • Contractor shall notify ASN and TVFC providers of changes to vaccine storage and handling, vaccine management reporting, and present updates and training to providers, as requested by DSHS. • Contractor shall plan and implement community-based activities and collaborations to accomplish the required tasks as specified in the final, approved Work Plan (Exhibit A). Contractor shall report all notifiable conditions as specified in 25 Texas Administrative Code (TAC) Part 1 § §97.1-97.6 and §§97.101-97.102, and as otherwise required by law. Contractor shall report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act (NCVIA) 42 U.S.C. § 300aa-25 (located at http://vaers.hhs.govl or 1-800-822-7967). Contractor shall inform and educate the public about vaccines and vaccine -preventable diseases, as described in the DSHS Immunization Contractors Guide for Local Health Departments (located at http:I/www.dshs.state.tx.uslimmunizeldocslcontractor1E11-13985_FY2016 ContractorsGuide.pdf). Contractor shall conduct outreach and collaborative activities with American Indian tribes located within the boundaries of the contractor's jurisdiction. Contractor shall work to promote a health care workforce within the Local Health Department's service area (including Contractor's staff) that is knowledgeable about vaccines, vaccine safety, vaccine -preventable diseases, and delivery of immunization services. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: • Human Resources Code §42.043, VTCA; Page 2 of 13 • Education Code §§38.001-38.002, VTCA; • Health and Safety Code §§12.032, 81.023 and 161.001-161.009, VTCA; • 25 TAC Chapter 97; • 25 TAC, Chapter 96; • 25 TAC, Chapter 100; • 42 USC §§247b and 300 aa -25; • Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B; and • Senate Bill 346. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to DSHS's Standards for Public Health Clinic Services, revised August 31, 2004 (located at http://www.dshs.state.tx.us/qmb/default.shtm#public). Contractor shall be responsible for identification and case management to all surface antigen positive pregnant women and timely newborn post exposure prophylaxis (PEP) with hepatitis B vaccine and hepatitis B immune globin (HBIG) as well as timely completion of doses two and three of hepatitis B vaccine and completion of post -vaccination serology testing (PVST). Contractor shall be responsible for conducting outreach regarding vaccinations for children (19 through 35 months of age in the Contractor's jurisdiction) included on the list distributed to Contractor by the ImmTrac Group at DSHS. Lists are distributed through ImmTrac at the start of each quarterly reporting period (September 01, 2015; December 01, 2015; March 01, 2016; and June 01, 2016). Contractor shall be responsible for conducting outreach to17-year-olds included on the lists distributed to the Contractor by DSHS to explain the lifetime registry and obtain their consent as an adult to be included in ImmTrac. Lists are distributed on October 1, 2015; December 1, 2015; February 1, 2016; April 1, 2016; June 1, 2016; and August 1, 2016. Contractor shall be responsible for conducting outreach to new ImmTrac providers who have logged into ImmTrac within 30 days of registering. Lists of these providers are distributed at the beginning of each month. Contractor shall be responsible for conducting outreach to existing ImmTrac providers that have not logged in into lmmTrac in the last 90 days. Lists are distributed on September 1, 2015; November 1, 2015; January 1, 2016; March 1, 2016; May 1, 2016; and July 1, 2016. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight (48) hours of making approved changes. Contractor shall review monthly contract funding expenditures and salary savings from any contract -paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this contract before the end of the contract term on August 31, 2016. USE OF FUNDS • Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. • Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. Page 3 of 13 • Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. • Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty (40) hours per work week. • All revenues directly generated by this Program Attachment or earned as a result of this Program Attachment during the term of this Program Attachment are considered program income; including income generated through Medicaid billings for immunization related clinic services. The Contractor shall use this program income to further the scope of work detailed in this Program Attachment, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. Program income shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a monthly basis. If expenditures are below what is projected in Contractor's total Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. Contractor agrees to read DSHS Contractor Financial Procedures Manual (CFPM) and work with DSHS staff regarding the management of funds received under this Contract. http://www.dshs.state.tkus/contracts/cfpm.shtm. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. SECTION II: PERFORMANCE MEASURES: The following performance measure(s) will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract. Contractor shall: • Investigate and document, in accordance with DSHS Emerging and Acute Infectious Disease investigation Guidelines (located at http://www.dshs.state.tx.us/idcu/investigation/conditions/) and NBS Data Entry Guidelines, at least 90% of confirmed or probable reportable vaccine -preventable disease cases within thirty (30) days of initial report to public health. • Complete 100% of the follow-up activities, designated by DSHS, for NFC provider quality assurance site visits assigned by DSHS. • Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Health Service Region (HSR) Immunization Program Manager to avoid vaccine waste. Contractor is responsible for covering the cost to ship overstocked vaccines and Page 4 of 13 vaccines approaching expiration. • Contact and provide case management to 100% of the number of hepatitis B surface antigen -positive pregnant women identified. • Contact 3% or 250 children per FTE (whichever is more) who are not up-to-date on their immunizations according to the ImmTrac-generated client list provided to the contractor by DSHS at the beginning of each reporting period. • Perform outreach and education activities targeting adolescents 14 to 18 years of age and their parents via health-care providers, health-care clinics, hospitals, and any other health-care facility providing health care to adolescents 14 to 18 years of age to satisfy Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095 requirements. Outreach and education activities must focus on the immunization registry and the option for an individual who is 18 years of age or older to consent to having their immunization records stored within the immunization registry. Additional outreach and educational activities may focus on high schools, colleges, and universities. • Participate in at least one collaborative meeting concerning tribal health issues, concerns, or needs with American Indian tribal members during the contract term if American Indian tribes are in their jurisdiction. • Report outreach done, and collaborative efforts made, with the American Indian tribes in the contractor's jurisdiction. • Review 100% of monthly biological reports, vaccine orders (when applicable), and temperature recording forms for accuracy to ensure the vaccine supply is appropriately maintained and within established maximum stock levels. Review and approval for vaccines orders (when applicable) must be documented in the Electronic Vaccine Inventory system. • Complete 100% of child-care facility and Head Start center assessments, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Complete 100% of public and private school assessments, retrospective surveys, and validation surveys, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Report number of doses administered to underinsured children monthly, as directed by DSHS. • Report the number of unduplicated underinsured clients served, as directed by DSHS. Contractor shall utilize the Assessment, Feedback, Incentives, and eXchange (AFIX) on line tool and methodology, found in the Immunization Quality Assurance Tool Resource Manual, (located at http:llwww.dshs.state.tx.uslimmunizeldocslQA_slte _isit.pdf) to assess immunization practices and coverage rates for all sub -contracted entities and non -local health department clinics. Immunization provider coverage rates will be generated using the Comprehensive Clinic Assessment Software Application (CoCASA), as specified by DSHS. Contractor shall utilize the Centers for Disease Control and Prevention (CDC) Provider education, Assessment, and Reporting (PEAR) system and directly enter data into PEAR to document NFC quality assurance site -visits for all sub -contracted entities and non -local health department clinics. The Contractor shall submit the final assessment results in the PEAR system within twenty-four (24) hours of conducting the visit. Page 5 of 13 Contractor shall utilize the CDC PEAR system and directly enter data into PEAR to document TVFC unannounced storage and handling visits conducted at TVFC provider offices. The Contractor shall submit the final unannounced storage and handling visit results in the PEAR system within twenty-four (24) hours of conducting the visit. Contractor is required to complete and submit Immunization Inter -Local Agreement (ILA) Quarterly Report form, utilizing the format provided by the DSHS Program and available at http://www.dshs.state.tx.ustimmunizelproviders.shtm, by the report due date. See programmatic Reporting Requirements section for required reports. SECTION 111: SOLICITATION DOCUMENT: Governmental Entity SECTION IV: RENEWALS: There are no renewals. SECTION V: PAYMENT METHOD: Cost Reimbursement Funding is further detailed in the attached Categorical Budget and, if applicable, Equipment List. SECTION V: BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and acceptable supporting documentation for reimbursement of the required services/deliverables. The Form B-13 can be found at the following link http://www.dshs.state.tx.uslgrants/formslb13form.doc. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit MC 1940 1100 West 49th Street P. O. Box 149347 Austin, Texas 78714-9347 The fax number for submitting State of Texas Purchase Voucher (Form B-13) to the Claims Processing Unit is (512) 458-7442. The email address is invoices@dshs.state.tx.us. SOURCE OF FUNDS: STATE and CFDA# 93.268 HCR Immunization and Vaccines for Children Program Page 6 of 13 8. Service Area Nueces County Page 7of13 This section intentionally left blank. Page 8of13 10. Procurement method: Non -Competitive GST -2012 -Solicitation -00022 Interagency/Interlocal DCPS "GOLIVE" IMMUNIZATION LOCALS PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2016 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.268, 93.268, 93.268, 93.268, 93.268, 93.268, STATE 14. DUNS Number: 069457786 Page 9 of 13 15. Programmatic Reporting Requirements: Report Name Frequency Period Begin Period End Due Date LHD ILA Quarterly Quarterly 09/01/2015 11/30/2015 12/31/2015 Report LHD ILA Quarterly Quarterly 12/01/2015 02/29/2016 03/31/2016 Report LHD ILA Quarterly Quarterly 03/01/2016 05/31/2016 06/30/2016 Report LHD ILA Quarterly Quarterly 06/01/2016 08/31/2016 09/30/2016 Report Financial Status Quarterly 09/01/2015 11/30/2015 12/31/2015 Report Financial Status Quarterly 12/01/2015 02/29/2016 03/31/2016 Report Financial Status Quarterly 03/01/2016 05/31/2016 06/30/2016 Report Financial Status Quarterly 06/01/2016 08/31/2016 10/15/2016 Report Submission Instructions: LHD ILA Quarterly Reports should be submitted electronically to dshsimmunizationcontracts@dshs.state.tx.us according to the time frames stated above. Financial Status Reports shall be sent to invoices@dshs.state.tx.us. Page 10 of 13 16. Special Provisions General Provisions, ARTICLE 111 SERVICES, Section 3.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts, as pre-approved in writing by DSHS. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, ARTICLE XIV. GENERAL TERMS, Section 14.12 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. Page 11 of 13 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2016-000014-00 b. General Provisions Subrecipient General Provisions c. Attachments Budget d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification yhti o - A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: e. Exhibits Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. certify that I am authorized to sign this document and I have read and agree to all parts of the contract, Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 78756-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address pproved as to form:AilI S r/L ' 94, sista y arney For City Attorney Page 12 of 13 Budget Summary Organization Name: Corpus Christi Public Health District Program ID: IMM/LOCALS Contract Number: 2016-000014-00 Budget Categories Budget Categories Personnel Fringe Benefits Travel Equipment Supplies Contractual Other Total Direct Costs DSHS Funds Requested $176,197.00 $40,719.00 $6,211.00 $0.00 $8,142.00 $4,368.00 $6,000.00 $241,637.00 Indirect Costs $0.00 Cash Match $0.00 Totals $241,637.00 $0.00 v In Kind Match Contributions $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Category Total $176,197.00 $40,719.00 $6,211.00 $0.00 $8,142.00 $4,368.00 $6,000.00 $241,637.00 $0.00 $0.00 $241,637.00 Page 13 of 13 TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by o r on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress federal contract. grant, loan. or cooperative agreement, the undersigned shall complete and submit, an officer or employee of congress, or an employee of a member of congress in connection with this Standard Form -1 I, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not Tess that $10,000 and not more than $ I00,000 for each such failure. Signature Date Print Name of Authorized Individual 8301 (rfir r't 00 Application or Contract Number Organization Name CSCU # EF29-12374 - Revised 2/2006 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact # 1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact #2 Name, Email and Phone Number: ZIP Code: 9 -digits Required www.usps.com DUNS Number: 9 -digits Required www.sam.gov State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date 1 Department of State Health Services Form 4734 - June 2013 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, t hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? ❑ Yes ❑ No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? if your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. For example: John Blum:500000; Mary Redd:50000;Eric Gant:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 Fiscal Year 2016 Department of State Health Services Contract General Provisions ARTICLE I CONTRACT COMPONENTS 4 SEcrlo\ 1.01 CONTRACT CON' PON u rs 4 SECTION 1.02 ORDER OF PRECEDENCE 4 ARTICLE 1I COMPLIANCE AND REPORTING 4 SECTION 2.01 CoMPL1INCE 4 SECTION 2.02 PRECEDENCE OF CONTRACT TERMS 4 SECTION 2.03 EFFECT OF LEGISLATIVE CHANGES 4 SECTION 2.04 COMPLIANCE \%ITII REQUIREMENTS OF SOLICITATION DOCUMENT 4 SECTION 2.05 REPORTING 4 SECrIoN 2.06 APPLICABLE CONTRACTS LAW ;OM VENUE FOR DISPUTES 4 SECTION 2.07 STATUTES AND STANDARDS OF GENERA I. APPLICABILITY 4 SECTION 2.08 APPI.ICABI1.rr1 or GENERAL PROVISIONS TO INTERAGENCY AND I\TERIOCAI. CONTRACTS 6 SrcrION 2.09 Cum. RIGHTS POLICY AND COMPLAINTS 7 SccTION 2.10 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS.\\n ArrROvA1 5 7 SECTION 2.11 FUNDING OBLIGATION 7 SECTION 2.12 WII1sTLEBLo\A ER Acr PROTECTION 7 ARTICLE III SERVICES 7 Srcrlo\ 3.01 EDUCATION TO PERSONS IN RESIDENTIAL FAC II.ITIES 7 SECTION- 3.02 DISASTER SERVICES 8 Srcriox 3.03 CONSENT TO MEDICA1. CART: OF A MINOR 8 SFe-rIoN3.04 TELEUFnICINETTFI.FrSYCIIIATRYMEDICAL SERVICES 8 Sicrtox 3.05 SERVICES AND INFORMATION FOR PERSONS WIT II LI\IrrED E'SGLIs11 PICOIICILticY 9 ARTICLE IV FUNDING 9 SECTION 4.01 DEBT TO STATE ,I\) CORPORATE STATUS. 9 SECTION 4.02 APPLICATION OF PAYMENT DISE 9 ARTICLE V PAYMENT METHODS AND RESTRICTIONS 9 SECI to 5.01 PAYMENT METHODS. 9 SECTION 5.02 INVOICE/BILLING SUBMISSION 9 SECT ION 5.03 FINAL IsvoicEBILLING SUBMISSION. 10 SECT ioN 5.04 THIRD PARTY PAYORS.. 10 ARTICLE VI TERMS AND CONDITIONS OF PAYMENT 10 SECTION 6.01 PROMPT PAYMENT 10 SECTION 6.02 PAI NIENT B\ DEPARTMENT 10 SECTION 6.03 WITHHOLDING PAYMENTS. 11 ARTICLE Vll CONFIDENTIALITY 11 SECTION 7.01 MAIN rENANCE OE CONFIDE \murk' I I SECTION 7.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION. 11 SECTION 7.03 EXCHANGE OFCLIENT-IDE.TIFYING INFORMATION. 11 SECTION 7.04 SECT. RITZ' OF PATIENT OR CLIENT RECORDS. 1 I SECTION 7.05 HIV/AIDS MODEL WORKPLACE GUIDELINES 12 ARTICLE VIII PUBLIC INFORMATION ACT 12 General Provisions (September 1, 2016) SEcTiox 8.01 TEXAS Pt RUC INFOR►IATION ACT 12 ►RTICLE 1X RECORDS RETENTION 12 ST:CTlo19.01 RETENTION 12 -MITI( LE X ACCESS, INSPECTION AND AUDIT OF RECORDS 12 SECTION 10.01 ACCESS ANI) INSPECTION 13 SECTION 10.02 STATE At DITOR'S OFFI['E 13 SECTION 10.03 RESPONDING TO DEFICIENCIES 13 ARTICLE XI REPORTING REQUIREMENTS 13 SECTION 11.01 CHILD ARISE RETORTING REQLIREIIE\T 13 SECTION 11.02 SIGNIFICANT INC [DENTS 14 Si:CTION 11.03 LITIGATION. 14 SECTION 11.04 CONTRACT OR LICENSE ACTION AGAINST THE COtiTR.ACTOR. 14 SECTION 11.05 INSOLVENCY 14 SECTION 11.06 PERFORMANCE MAI FEASANCF 14 SECTION 11.07 CRIMINAL. ACTIVITY AND DISCIPLINARY AcT1ox 15 SLLTION 11.08 RETALIATION PROHIBITED 15 SECTION 11.09 Doc t'MENTATION 15 ARTICLE XII ASSURANCES AND CERTIFICATIONS 15 SECTION 12.01 CERTIFICATION 15 SECTION 12.02 CIHI.D SUPPORT DELINQUENCIES 16 SECTION 12.03 AUTHORIZATION 16 SFCTtoN 12.04 GIFTS ANI) BENEFITS PROHIBITED 16 SEci ION 12.05 INELIGIBIL1Ty TO RECEIVE THE CON 'I1L►C716 SEc l7oN 12.06 ANTI'I RI SI 17 ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR 17 SEcrioN 13.01 PROGRAM SITE 17 SECTION 13.02 HiS'I'ORICALLY UNIIERIrIILI/EI) BUSINESSES {HUBS) 17 SECTION 13.03 Buy TEXAS 17 SECTION 13.04 STATI 5 OF SpRcoNTIL►CroRs 17 SECTION 13.05 INDEPENDENT CONTRACTOR 18 SECTION 13.06 TAX LIABILITY 18 SECTION 13.07 Nat ICE OF'ORGANIZATIONAL CIL►NGE 18 SEcrION 13.08 No ENDORSEMENT 18 SECTION 13.09 E-VERIET SYSTEM 18 ARTICLE XIV GENERAL TERMS 18 SECTION 14.01 ASSIGNMENT 18 SECTION 14.02 LoBBYtNc 19 SECTION 14.03 CONFLICT OF INTEREST 19 SECTION 14.04 TRANsACTuoNs BETWEEN RELATED PARTIES 20 SECTION 14.05 INTELLEC7'i Al. PROPERTY 20 SECTION 14.06 OTHER INTANGIBLE PROPERTY 21 SECTIoN 14.07 SEVEILUIILill AND AMB1GUITY 21 SECTION 14.08 LEGAL NOTICE 21 SECTION 14.09 SuccEssotts 21 SECTION 14.10 SURVIVABILITY OF TERMS 21 SECTION 14.11 CUSTOMER SERVICE INFORMATION 21 General Provisions (September 1, 2016) 2 SECTION 14.12 SFcTtoN 14.13 SECTION 14.14 SECTION 14.15 SECTION 14.16 SEcrIoN 14.17 SECTION 14.18 SECTION 14.19 SECTION 14.20 SECTION 14.21 SECTION 14.22 ARTICLE XV SECTION 15.01 SECTION 15.02 SrcT1ox 15.03 SECTION 15.04 :ART ICLE XVI SFrrION 16.01 SI CTioN 16.02 St crios 16.03 ARTICLE XVII SECTION 17.01 SrcTION 17.02 SECTION 17.03 SEcr1°N 17.04 SECTION 17.05 SECT ION 17.06 .1R1 ICLE X\'Ill SEA 1 [oN 18.01 SECTIoN 18.02 SEcrION 18.03 :ARTICLE XIX SECTION 19.01 SF_cr[os 19.02 SECT ION 19.03 SECTION 19.04 SECTION 19.05 AMENDMENT 21 CONTRACTOR'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL 21 UNILATERAL Az►1E.ND\IENT 21 INTERIM EXTENSION ANIENDMENT 22 I\tMUNITV NOT WAIVED 22 HOLD HAR\ILESS %ND 1NDE\INIFICATION. 22 WAIVER 22 ELECTRONIC AND INFORMATION RESOURCES At [ ESSIRILITI AND SECURITY STANDARDS 22 FORCE MAJEURE 24 COOPERATION AND COMMUNICATION, 24 INSURANCE 24 BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 25 ACTIONS CONSTITUTING BREACH OF CONTRACT 25 GENERAL REI1EDIESAND SANCTIONS 25 NOTICE OF RporntES OR SANCTIONS. 26 EMERGENCY ACTION 26 CLAIMS AGAINST THE DEPART,\) ENT -NOTICE OF DISPUTE 27 BREACI I of CoNTITACE CLAIM 27 NOTICE 27 PERFORMANCE NOT SUSPENDED. 27 TERMINATION AND TEMPORARY SUSPENSION 27 EXPIRATION OF CONTRACT OR PROGRA\I ATTACHMENTS 27 EFFT.CT OF TERMINATION OR EXPIRATION. 27 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE. 27 IMMEDIATE TEIIIIIIXATION 28 TERMINATION FOR CAUSE 28 NOTICE OFTER\ILEATION 28 VOID, SUSPENDED AND TERMINATED CONTRACTS 28 Volt) CON rR Arrs 28 EFFECT OF VOM, SUSPENDED, OR INVOLUNTARILY TERMINATED CONTRACT iuc r 28 AI'PE.ALS RIGHTS FOR DSHS FUNDED BLOCK GRANTS 28 CLOSEOUT 28 CESSATION OF SERVICES AT' CLOSEOUT 28 ADMINISTRATIVE OFFSET 29 DEADLINE FOR CLOSEOUT 29 PAYMENT OF REFUNDS 29 DISALLOWANCES AND ADJUSTMENTS 29 General Provisions (September 1, 2016) ARTICLE I CONTRACT COMPONENTS Section 1.01 Contract Components. As used in herein, the ''Contract" consists of the following documents. a. The Contract, including any applicable Program Attachment(s); The Department of State Health Services Fiscal Year 2016 General Provisions (General Provisions) and if applicable, the ; c. The solicitation document, if applicable;. and d. The response_ proposal or application submitted by Contractor in response to the solicitation document, if applicable. Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract component document, the conflict shall be resolved in the above order of priority in Section 1.01. ARTICLE I1 COMPLIANCE AND REPORTING Section 2.01 Compliance. Contractor shall comply and require its subcontractor(s) to comply with the requirements of these general provisions and all other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders including as such statutes, regulations, rules and executive orders may be amended. Section 2.02 Precedence of Contract Terms. To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract shall take precedence and control. Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from Department of State Health Services (DSHS or Department) Contractor shall comply with any changes to the term of the contract include in its contracts that are a result of legislation during the term of this Contract. Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as specified in these General Provisions or the Contract's terms, the Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract and may result in termination. Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and provided for in the Contract and in these General Provisions. Except as otherwise provided for in this Contract or General Provisions, the Contractor shall submit reports to the assigned contract manager. Contractor shall also provide any other information requested by the Department in the format required by DSI -IS. Failure to submit any required report or additional requested information by the due date specified in the contract or upon request may constitute a breach of contract, result in delayed payment and/or the imposition of sanctions and remedies. And failure to comply with a reporting requirement may adversely affect evaluation of Contractor's ability to contract in the future with the Department. Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article XV, all issues related to this contract, including formation, performance and interpretation that may arise in any dispute between the Parties, shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be in Travis County, Texas. Section 2.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable General Provisions (September I, 2016) 4 to Contractor, Contractor shall comply with the following: a. Statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin. limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1. Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2. Title IX of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3. Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4. Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5. Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 7. U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 8. Tex. Labor Code Chapter 21; 9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); 10. Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 11. Drug Abuse Office and'freatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 12. Public 1-lealth Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records; 13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and 14. DSHS Policy AA-5018, Non-discrimination Policy for DSHS Programs; b. Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1 101 et seq., as amended by Public Law113-4 (March 7, 20I3), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996: c Pro-Children Act of 1994, 20 USC §§ 6081-6084, and the Pro-Children Act of2001_ 20 USC § 7183, regarding the non-use of all tobacco products; d National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43), regarding human subjects involved in research; e. Hatch Political Activity Act 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose employment is funded with federal funds; f Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with disabilities; b. Texas Workers' Compensation Act. Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; i. The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; j, The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq.. pertaining to the treatment of laboratory animals, 1, Environmental standards pursuant to the following: 1. Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247). "Protection and Enhancement of Environmental Quality;" General Provisions (September 1, 2016) 5 2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3. Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5. Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; 7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; 8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10. Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain river systems; and m. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; n. Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq; o. Titles 1I and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of. 42 USC §§4601 et seq (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; p. Davis -Bacon Act, 40 USC §§ 3141-3148; q. Copeland Act, 40 USC §§ 276c and 18 USC § 874; r. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for federally -assisted construction subagreements; s. National I listoric Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and Ilistoric Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSI 1S in complying with the Acts; t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); u. Executive Order 13513 (Oct 1, 2009). Federal Leadership on Reducing Text Messaging While Driving. October 1, 2009, if required by a federal funding source of this Contract; v. Whistleblower Protection Enhancement Act (5 U:S:C 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and w. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. a. The following sections or portions of sections of these General Provisions shall not apply to Interagency Cooperation Contracts (Texas Government Code 771) or Interlocal Cooperation Contracts (Texas Government Code Chapter 791): 1. Hold Harmless and Indemnification, Section 12.18; 2. Independent Contractor. Section 11.05; 3. Historically Underutilized Businesses (HUBs), Section 11.02 (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity; 4. Debt to State and Corporate Status, Section 3.01; General Provisions (September 1, 2016) 6 5. Application of Payment Due, Section 3.02; and 6. Article XIV, Claims against the Department b. The following additional provisions shall apply to Interlocal Cooperation Contracts: 1. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and 2. Each Party represents that it has been authorized to enter into this Contract. Section 2.09 Civil Rights Policy and Complaints. Upon request. Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten calendar days after Contractor's receipt of the claim. Notice must be directed to: Civil Rights Office Health and Human Services Commission 701 W. 5151 Street, Mail Code W206 Austin, Texas 78751 (888) 388-6332 or 512-438-4313 TTY Toll-free (877) 432-7232 HHSCivilRightsOfficet hhsc.state.tx.us Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract Failure to obtain or any revocation, surrender, expiration, non -renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 2.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation_ or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction shall include instructions and detailed information on how DSI IS shall fund the services and/or goods to be procured with the restricted or reduced funds. Section 2.12 Whistleblower Act Protection. This Contract is required to include the Whistleblower Protection Acts (See Section 2.07(v)) protections to grantees, their subgrantees and subcontractors, and contractor must inform their employees of whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts, subgrants, and subcontractors issued beginning July 1, 2013 through January 1, 2017. ARTICLE III SERVICES Section 3.01 Education to Persons in Residential Facilities. if applicable, Contractor shall ensure that all persons, who are housed in Department -licensed and/or -funded residential facilities and are 22 years of age or younger, have access to educational services as required by Texas Education Code § 29.012. General Provisions (September I, 2016) 7 Contractor shall notify the local education agency or local early intervention program as prescribed by this Section not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Contractor's residential facility. Section 3.02 Disaster Services. In the event of a local, state. or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate. in the following areas; a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance, e Medical care personnel; f. Health and medical equipment and supplies; g Patient evacuation, h 1n -hospital care and hospital facility status; i. Food, drug and medical device safety; J. Worker health and safety k. Mental health and substance abuse; 1. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, in the most cost-effective. and least intrusive manner to Contractor's primary services. Section 3.03 Consent to Medical Care of a Minor. If Contractor provides medical. dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Texas Family Code Chapter 32 relating to consent to treatment of a child by a non -parent or the child or other state law. If requirements of federal law relating to consent directly conflict with this Chapter, then federal law supersedes state law. Section 3.04 Telemedicine/Telepsychiatry Medical Services. If applicable, the Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing_telemedicine service must include the following requirements: a. Clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and General Provisions (September 1, 2016) 8 i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 TAC Rule § 448.911. Section 3.05 Services and Information for Persons with Limited English Proficiency. a. Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. b. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. c. Contractor shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. a. Pursuant to Texas Government Code § 403.055, the Department shall not approve and Texas Comptroller of Public Accounts shall not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. b. Contractor, if a corporation, certifies by execution of this Contract that it is current and shall remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor further certifies that it is and shall remain in good standing with the Secretary of State's office. c. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 4.02 Application of Payment Due. Contractor agrees that any payments due under this Contract shall be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the payment method is based on a unit rate (fixed price or a specified) or fee for service (delivery of a specified unit of service) as stated in the Contract. Section 5.02 Invoice/Billing Submission. General Provisions (September 1, 2016) 9 a. Contractor shall bill the Department in accordance with the Contract in the form and format prescribed by DSHS. If applicable, the Contractor must submit of all required documentation, reports, forms and/or deliverables in order to receive payment from the Department. b. Unless otherwise specified in the Contract or permitted under the Third Party Payors (See Section 5.04 below), Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. c. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 5.03 Final Invoice/Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following the end of the term of the Contract. Section 5.04 Third Party Payors. Except as provided in this Contract, Contractor shall screen all clients and may not bill the Department for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Contractor shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and g. Provide third party billing functions at no cost to the client. ARTICLE VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If these conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act (Texas Government Code Chapter 2251). Contractor acknowledges and agrees that it shall comply with the provisions in the Texas Prompt Payment Act regarding its prompt payment of its financial obligations to its subcontractors. Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance nor foreclose the right of the Department and HHSC to recover excessive or illegal payments. All invoices and Contractor's performance are subject to review and audit by the Department. General Provisions (September 1, 2016) 10 Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment from funds due to the Contractor for services performed or goods delivered in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI) and any other information that discloses confidential personal information or identifies any client served by DSHS in accordance with any applicable federal and state law, rules and regulations, including but not limited to: a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85. 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611 and 773; c. Texas Occupations Code, Chapters 56 and 159; and d. Any other applicable federal and state laws, rules or regulations The HHS Data Use Agreement (Version 8,3) at http://www.hhsc.state.tx_us/about hhsc/BusOpp/data-use- aQreement.pdf is incorporated as part of the Contract and describes Contractor's rights and obligations with respect to the Confidential Information and the limited purposes, for which the Contractor may create, receive, maintain, use, disclose or have access to Confidential Information For the purpose of this Contract, the: ❑ Contractor does not access Confidential Information and does not have to comply with HHS Data Use Agreement (Version 8.3); or ❑ Contractor accesses Confidential Information as defined in and agrees to comply with the I II IS Data Use Agreement (Version 8.3). Section 7.02 Department Access to P111 and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PI II and other confidential information under this Contract, without the consent of the individual to whom the P111 relates, for funding, payment and administration of the grant program and for purposes permitted under applicable state and federal confidentiality and privacy Iaws. Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange P111 without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Texas Ilealth and Safety Code § 533.009 and 25 TAC Chapter 414, Subchapter A or any other applicable federal or state laws. rules or regulations Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Texas Health and Safety Code § 614 017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract or a Contract to General Provisions (September 1, 2016) 11 this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Contract to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for Businesses, State Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. A link to the Model Workplace Guidelines can be found at: http://www.dshs.state.tx.us/hivstd/policy/policies.shtm ARTICLE VIII PUBLIC INFORMATION ACT Section 8.01 Texas Public Information Act. The Contractor understands that DSHS shall comply with the Texas Public Information Act (Texas Government Code Chapter 552). If the Contractor is not a state agency, institution of higher education or other governmental entity, then the Contractor is required to make any information created or exchanged with the state pursuant to a contract, which is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE IX RECORDS RETENTION Section 9.01 Retention. a. Contractor shall retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall maintain all records, including but not limited to financial that are generated or collected by Contractor under the provisions of this Contract for a period of four years after the termination of this Contract. b. If the federal retention period for services are funded through Medicaid is more than four years, then the Contractor will retain the records for longer period of time. c. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. d. Contractor shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and regulations governing medical information. e. Contractor shall include this provision concerning records retention in any subcontract it awards. f Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner g. Contractor shall provide, and update as necessary. the name and address of the party responsible for storage of records to the contract manager assigned to this Contract. ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS General Provisions (September 1, 2016) 12 Section I0.01 Access and Inspection. In addition to any right of access arising by operation of law, Contractor and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG) and the State Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards Section 10.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers_ documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds shall apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSIIS, a resolution to the deficiency identified in a site inspection, program review or management or financial audit to the satisfaction of DSIIS or, if directed by DSI IS, a corrective action plan to document and resolve the deficiency. A DSHS or IIIiSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non -Compliance (See Article XV). ARTICLE XI REPORTING REQUIREMENTS Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (I-11VISTD), b. Family Planning (Titles V, X and XX); c. Primary 1-lealth Care; d. Maternal and Child Health; and e. Women, Infants and Children (WIC) Nutrition Services. All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department s Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and tram all staff on reporting requirements. General Provisions (September 1, 2016) 13 Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.uslchildabuserenorting as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. This section is in addition to and does not supersede any other legal obligation of the Contractor to report child abuse. Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Contract significant incidents involving substantial disruption of Contractor's program operation or affecting or potentially affecting the health, safety or welfare of Department funded clients or participants within 72 hours of discovery. Section 11.03 Litigation. Contractor shall notify the contract manager assigned to this Contract of litigation related to or affecting this Contract and to which Contractor is a party within seven calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, which includes but is not limited to environmental and civil rights matters, professional liability and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 11.04 Contract or License Action Against the Contractor. Contractor shall notify the contract manager assigned to the contract if Contractor has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three working days of the suspension or termination. Such notification must include the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity. c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. If Contractor has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three working days of the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one- page description that includes the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity, c. Date of the license action; and d. License or case reference number. Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Contract of Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three working days of the date of determination that Contractor is insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or TWC. The Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy protection within three working days of such action by Contractor. Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three working days from the date that Contractor has General Provisions (September 1, 2016) 14 knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act (3i U.S.C. §§3729-3733) or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oig.hhs.eov/fraud/hotline/ no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 11.07 Criminal Activity and Disciplinary Action. a. Contractor affirms that Contract nor any no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for ar has been convicted ofa criminal offense related to any financial matter, federal or state program or felony sex crime. b. Contractor shall report in writing the contract manager assigned to the Contract, no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place, if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that 1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor; 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority; c. 1-las been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services ar have direct contact with clients, unless otherwise directed in writing by DSIIS. Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 11.09 Documentation. Contractor shall maintain appropriate documentation of ali notices and reporting to DSI -IS as required under these General Provisions or this Contract. ARTICLE XII ASSURANCES AND CERTIFICATIONS Section I2.01 Certification. Contractor certifies by execution of this Contract to the following and will include such in all of its subcontracts. a. 1t is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance programs; b. Neither it. nor its principals, are presently debarred, suspended_ proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180 (parts A -I), 45 CFR Part 76 (or comparable federal regulations); General Provisions (September 1: 2016) 15 c. It has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d. It is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e. It is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f. That no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant; g. Neither it, nor its principals have within the three year period preceding this Contract, has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or public transaction, violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid-rigging), or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h. Neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with the commission of any of the offenses in subsection (g) above; and i. Neither it, nor its principals within a three year period preceding this Contract has had one or more public transaction (federal, state or local) terminated for cause or default. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Contract. Also, if Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Contract. Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child support obligor who is more than 30 calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract to provide property materials, or services or receive a state- funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and if applicable, a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 12.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 12.05 Ineligibility to Receive the Contract. General Provisions (September 1, 2016) 16 a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor is ineligible to enter into this Contract with the Department if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing. drafting or preparing the specifications, requirements, statement of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor nor its employees nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document associated with this Contract. b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to enter into this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005. c. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce Code § 15.01, et seq. Contractor certifies that neither Contractor nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 13.01 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building, health, fire and safety standards. Section 13.02 Historically Underutilized Businesses (I-IUBs). If Contractor was not required to submit a I IUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Texas Government Code Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBs at http://www.window.state.tx.us/procurement/prog/hub. if Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval of the revised plan from the Department's IIUB Coordinator before proposed changes shall be effective under this Contract. Contractor shall make a good faith effort to subcontract with I-IUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c). Section 13.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Texas Government Code § 2155.4441. Section 13.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they General Provisions (September 1, 2016) 17 are/have: a. In good standing with all state and federal funding and regulatory agencies; b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs; c. Not delinquent on any repayment agreements; d. Not had a required license or certification revoked; e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and f. Not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three years any license issued by the Department. Section 13.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents shall not be eligible for unemployment compensation from the Department or the State of Texas. Section 13.06 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract shall be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department shall not enter into a contract with Contractor for three years from the date of termination. Section 13.07 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Contract within 10 business days of any change to Contractor's name, contact information, key personnel, organizational structure, such as merger, acquisition or change in form of business, legal standing or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the amendment provisions in Article XIII. Section 13.08 No Endorsement. Other than stating the fact that Contractor has a contract with DSIIS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSI IS and from using the Department's name, logo or website link in any manner that is intended or that could be perceived as an endorsement or sponsorship by DSFIS or the State of Texas of Contractor's organization, program, services or product, without the express written consent of DSHS. Section 13.09 E -Verify System. By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security's E - Verify system to determine the eligibility of: a. All persons employed to perform duties within Texas, during the term of the Contract; and b. All persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Contract, within the United States of America ARTICLE XIV GENERAL TERMS Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this General Provisions (September 1, 2016) 18 Contract without the prior written consent of the Department. Section 14.02 Lobbying. a. Contractor shall comply with Texas Government Code § 556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). b. If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or shall be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. c. Contractor shall file the declaration, certification, and disclosure: I. At the time of application for this Contract; 2. Upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and 3. At the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Contract Contractor shall include this provision in any subcontracts. Section 14.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family) or any affiliate or subcontractor and Department or 111-1SC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. lf, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Contract within 10 days of when Contractor becomes aware of the existence of the actual or potentia! conflict of interest Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when the subcontractor becomes aware of the actual or potential conflict of interest. General Provisions (September I, 2016) I9 Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall submit to the contract manager assigned to the Contract the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party shall perform under this Contract. Contractor shall comply with Texas Government Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR § 74.42. Section 14.05 Intellectual Property. a. Texas Health and Safety Code §12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. "Intellectual property" is created property that may be protected under copyright, patent, or trademark/service mark law. b. For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSIIS use is a "work made for hire." DSI -IS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSI IS, or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. c. DSHS has the right to obtain and hold in its name any and all patents, copyrights, registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSIIS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes: 1. Copyright in any intellectual property developed under this Contract including any subcontract and 2. Any rights of copyright to which a Contractor purchases ownership with contract funds d. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds General Provisions (September 1, 2016) 20 e. If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Contract. Section 14.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs or software licenses with a value of $500 or more. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of this Contract. Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions shall continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 14.08 Legal Notice. Except as otherwise provided in this Contract or General Provisions, any notice required or permitted to be given by the provisions of this Contract or General Provisions shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 14.10 Survivability of Terms. Termination or expiration of this Contract or a Contract for any reason shall not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed shall survive any such termination or expiration or remain to be performed, including but not limited to maintaining confidentiality of information and records retention. Section 14.11 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Texas Government Code Chapter 2114 regarding Customer Service surveys. Section 14.12 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties. If a Contractor requests an amendment, it must be submitted in writing and include a justification for the request, to the contract manager assigned to the Contract. Section 14.13 Contractor's Notification of Change of Contact Person or Key Personnel. Within ten calendar days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Contractor's Contact Personnel or Key Personnel, if included in their response to a solicitation document. Section 14.14 Unilateral Amendment. The Department reserves the right to amend this Contract through execution of a unilateral amendment signed by the contract manager for this Contract and provided to the Contractor with ten days notice prior to execution of the amendment under the following circumstances to: a. Correct an obvious clerical error in this Contract, b. Incorporate new or revised federal or state laws, regulations, rules or policies; and General Provisions (September 1, 2016) 21 c. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas Secretary of State. Section 14.15 Interim Extension Amendment. a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. DSHSIHHSC shall provide written notice of interim extension amendment to the Contractor under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor, or 2. To ensure that services are provided to clients without interruption c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Contractor will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (a)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section (a)(2) above shall be a one-time extension for a period of time determined by HHS/DSHS. Section 14.16 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF TIIIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR TI IE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR TME STATE OF TEXAS MAY 1-IAVE BY OPERATION OF LAW. Section 14.17 Ilold Ilarmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers- and the federal government harmless and to indemnify them from any and all liability: suits, claims, losses. damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 14.18 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract shall not constitute a waiver of either party's rights under this Contract. Section 14.19 Electronic and Information Resources Accessibility and Security Standards. Applicability. The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Contractor performs services that include EIR that DSHS employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. General Provisions (September 1, 2016) 22 Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions. For purposes of this Section: "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Tex.Admin. Code Chapter 213. "Product" means information resources technology that is, or is related to, EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, DS1IS must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Contractor must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation, Testing, and Monitoring. 1. DSI -IS may review, test. evaluate and monitor Contractor's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing. evaluation or monitoring, will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards 2. Contractor agrees to cooperate fully and provide DSHS and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties. 1. Contractor represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and General Provisions (September 1, 2016) 23 ii. If the Products will be in the custody of the state or an DSHS' client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless DSHS or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Contractor becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Contractor represents and warrants that it will, in a timely manner and at no cost to DSHS, perform all necessary steps to satisfy the Accessibility Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. 4. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies. 1. Under Tex. Gov't Code § 2054.465, neither the Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M. and rules of the Department of Information Resources. 2. In the event of a breach of Contractor's representations and warranties, Contractor will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which DSI -IS may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which DSI -IS may be entitled under this Contract and other applicable law. Section 14.20 Force Majeure. Neither Party shall be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order or acts of God. The existence of any such cause of delay or failure shall extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other party as soon as practicable. This Party must also submit written notice with proof of receipt of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 14.21 Cooperation and Communication. Contractor shall cooperate with Department staff and as applicable, other DSHS contractors and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. Section 14.22 Insurance. Contractor shall acquire and maintain for the duration of this Contract. insurance and with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the Contractor's industry or profession. Contractor must submit evidence of insurance as required under this Contract, including if requested a schedule of coverage or "underwriter's schedules" establishing to the satisfaction of DSHS the nature and extent of coverage granted by each such policy upon request by DSHS. In the event that any policy is determined to be deficient to comply with the terms of this Contract, Contractor shall General Provisions (September I, 2016) 24 secure such additional policies or coverage as DSHS may reasonably request or that are required by law or regulation. ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a. Failure to properly provide the services and/or goods purchased under this Contract; b. Failure to comply with any provision of this Contract including failure to comply with all applicable statutes, rules or regulations; c. Failure to pay refunds or penalties owed to the Department; d. Failure to comply with a repayment agreement with Department or agreed order issued by the Department, e. Discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; f. Any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or g. Contractor is on or is added to the Excluded Parties List System (EPLS). Section 15.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. Additionally, HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and shall determine remedies or sanctions on a case-by-case basis if Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a. Terminate this Contract by one of means provided in Article XVII. If applicable, notify Contractor of the opportunity to request a hearing on the termination pursuant to Texas Government Code Chapter 2105 regarding administration of Block Grants; b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily discontinue performance of all or a part of the Contract as provided for in Article XVII; as of the effective date of the suspension pending DSHS-'s determination to terminate, amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSI -IS for services performed during suspension, unless expressly authorized by the notice of suspension; c Use as a basis to deny additional or enter into future contracts with Contractor; d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e. Permanently withhold cash payments by retaining funds billed by Contractor; f Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other state bid list. and barred from participating in future contracting opportunities with the State of Texas; g. Declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; General Provisions (September I. 2016) 25 h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed sanctions are pending resolution; i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for reasons such as payments are not supported by proper documentation or failure to comply with Contract terms; j. Pursue a claim for damages as a result of breach of contract; k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant, if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; I. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; m. Reduce the Contract term; n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not supported by proper documentation, improper billing or failure to comply with Contract terms, and o. Impose any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or rule. Section 15.03 Notice of Remedies or Sanctions. a. Department shall formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction, the reasons for imposing them, the corrective actions, if any, that must be taken before the actions shall be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. b. Other than in the case of repayment or recoupment, Contractor is required to file, within 15 calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. c. If requested by the Department, the written response must state how Contractor shall correct the noncompliance by agreeing to a corrective action plan or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanctions. If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's final decision. d. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the plan approved by DSUS. If DSI -IS determines that repayment is warranted, DSHS shall issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS shall recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 15.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. General Provisions (September 1, 2016) 26 Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case- by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE Section 16.01 Breach of Contract Claim. The process for a breach of contract claim against the DSHS provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC §§4.11-4.24 or as amended by DSHS, shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim aeainst DSHS. Section 16.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260 and 25 TAC or as amended. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being invoked and comply with all the requirements in this Chapter and TAC A copy of the notice must also be given to all other representatives of DSHS and Contractor. Section 16.03 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a notice of claim filed by the Contractor constitutes grounds for the suspension in whole or part of performance by Contractor. ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION Section 17.01 Expiration of Contract or Program Attachments. a. Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Contract or Program Attachment shall end upon the expiration date of that Contract or Program Attachment unless extended or renewed by written amendment b. Prior to completion of the term of all Contracts or Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article and in the Contract. c. A Program Attachment's term cannot extend past the Contract term in its associated Contract Section 17.02 Effect of Termination or Expiration. a. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSI -IS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable to DSI IS or another entity designated by DSIIS. b. Upon termination of all or part of this Contract, Department and Contractor shall be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. c. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. Section 17.03 Termination or Temporary Suspension Without Cause. General Provisions (September I, 2016) 27 a. Either Party may terminate this Contract or Program Attachment, as applicable with at least 30 calendar days prior written notice to the nonterminating Party. b. 1f Contractor seeks to terminate a Contract that involves residential client services, Contractor shall give the Department at least 90 calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. c. The Parties can agree to terminate by mutual agreement. DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC agencies, amendments to the Appropriations Act, health and human services consolidations or any other disruption of current appropriated funding for this Contractor Program Attachment. Contractor shall be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor will discontinue performance under the Contract as of the effective date of the suspension for the duration of the suspension Section 17.04 Immediate Termination. Department may immediately terminate this Contract or Program Attachment, as applicable, when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 17.05 Termination For Cause. Department may terminate this Contract, in whole or in part, for breach of contract by providing 10 calendar days written notice to Contractor. Section 17.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. Notice of termination is effective when it is received by the non -terminating party. ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS Section 18.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 18.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSAS that has been found to be void, is suspended or is terminated for cause is not eligible for any renewal or increase of funding for an existing contract or new contracts or renewals until in the case of suspension or termination the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void any amount paid to the Contractor is subject to recoupment by DSE-IS. Section 18.03 Appeals Rights for DSIIS Funded Block Grants. Pursuant to Texas Government Code 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Texas Government Code Chapter 2001. ARTICLE XIX CLOSEOUT Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or Program Attachment, as applicable, Contractor shall stop providing services or the delivery of goods under this Contract and if necessary, shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. General Provisions (September L 2016) 28 Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration of Contract or Program Attachment. Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against any invoice submitted for payment. Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within 45 calendar days after the Contract or Program Attachment, if appl icable_ has terminated. Section 19.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and shall result in a refund due, which Contractor shall pay within the time period established by the Department. Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections or other transactions General Provisions (September 1, 2016) 29 ARTICLE XXI Section 21.01 Section 21.02 Section 21.03 Section 21.04 Section 21.05 Section 21.06 2016 FEDERAL GRANT SUBRECIPIENT ADDITIONAL PROVISIONS PROGRAM OPERATIONS 3 1 Client Financial Eligibility. 31 Contracts with Subrccipient and Vendor Subcontractors. 31 Incorporation of Terms in Subrecipient Subcontracts. Quality Management. 32 Contractor's Notification of Change to Certain Contract Provisions. .. ...... .......... ,...„32 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees -32 ........ , ...... ........ 31 ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES 33 Section 22.01 Section 22.02 Section 22.03 Section 22.04 Section 22.05 ARTICLE XXIII Section 23.01 Section 23.02 Section 23.03 Section 23.04 Section 23.05 Section 23.06 Section 23.07 Section 23.08 Section 23.09 Section 23.10 Equipment 33 Equipment List. 33 Supplies. 34 Property Inventory and Protection of Assets 34 Assets as Collateral Prohibited. 34 PROGRAM FUNDS AND PAYMENTS 34 Use of Funds. 34 Use for Match Prohibited. 34 ProgramIncome. .._,...................... ........... ,.._ ..... .,,... ................................................. , 35 Nonsupplanting. 35 Payment Methods. 35 Financial Status Reports (FSRs) 35 Working Capital Advance. 35 Condition Precedent to Requesting Payment 36 Management and Control Systems . 36 Effect or Grant Close Out 36 ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 36 Section 24.01 Section 24.02 Section 24.03 Section 24.04 Section 24.05 Section 24.06 Allowable Costs 36 Property Acquisitions 37 Cost Allocation Plan 38 Overtime Compensation 38 Independent Single or Program -Specific Audit 38 Submission of Audit 39 ARTICLE XXV INSURANCE AND BONDS 39 Section 25.01 Insurance. 39 Section 25.02 Fidelity Bond, 40 Section 25.03 Liability Coverage 40 ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT. Section 26.01 Section 26.02 Section 26.03 Section 26.04 Section 26.05 .40 Final Budget 40 Bankruptcy 40 Title to Property. 41 Disposition of Property. 41 Closeout of Equipment 41 ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS .......... ...... .... .. ARTICLE XX DSHS GENERAL PROVISIONS In addition to the terms and conditions in the Department of State Health Services (DSHS or Department) FY 2016 General Provisions (General Provisions), Contractor agrees to comply with these 2016 Federal Grant Subrecipient Additional Provisions. ARTICLE XXI PROGRAM OPERATIONS Section 21.01 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 21.02 Contracts with Subrecipient and Vendor Subcontractors. a. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in the Contract or Program Attachment(s). b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor shall obtain written approval from DSHS. c. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. d. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. e. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the following: 1. Name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services to be provided; 3. Measurable method and rate of payment and total not -to -exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. g. Contractor is responsible to DSI -IS for the performance of any subcontractor. h. Contractor shall not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be ineligible under the Sections 12.05, 14.03 and 14.04 of the General Provisions. Section 21.03 Incorporation of Terms in Subrecipient Subcontracts. a. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontractor): 1. Assurances and Certifications in Article 12 of the General Provisions; 2. Sections 14.03 and 14.04 of the General Provisions; and Subrecipient General Provisions (September 1, 2016) 31 3. A provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with Article X of the General Provisions; b. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. c. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. d. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. e. If a subcontractor is unable to certify (or status changes during contract term) to any of the statements in Section 14.03 and 14.04 or any of the certifications stated in Article X of the General Provisions, Contractor shall submit an explanation to the contract manager assigned to the Contract Section 21.04 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 21.05 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a. Cumulative budget transfers that do not exceed 25% among direct cost categories, other than the equipment category, of less than $100,000, provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); and b. Change in Contractor's share of the budget concerning non -DSI -IS funding other than program income and match, regardless of the amount of the change, provided that in changing the budget, Contractor is not supplanting DSI -IS funds. Contractor within ten calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section, but the contract will not be amended. Section 21.06 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. a. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c) (3) organizations as defined in the Internal Revenue Service Code as not- for-profit organizations. b. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through Subrecipient General Provisions (September 1, 2016) 32 self-evaluation and Department's monitoring processes. Contractor's governing body shall ensure separation of powers, duties, and functions of governing body members and staff. c. No member of Contractor's governing body, or officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity (as defined in Texas Government Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Section 21.07 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES Section 22.01 Equipment. Equipment means tangible personal property having a useful lifetime of more than one year and a per-unit acquisition cost that exceeds the lesser of the capitalization leve! established by the of $5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form. Contractor shall initiate the purchase of all equipment approved in writing by DSI IS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Program Attachment must be submitted to the contract manager assigned to this Contract. Section 22.02 Equipment List. a. All items of equipment to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. The equipment list must include: 1. Description of the property; 2. Serial number or other identification number; 3. Source of funding for the property (including the Federal Assistance Identification Number)•, 4. Who holds title, 5. Acquisition date and cost of the property; 6. Percentage of Federal participation in the project costs for the Federal award under which the property was acquired; 7. Location use and condition of the property; and 8. Any ultimate disposition data including the date of disposal and sale price of property. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment b. Contractor shall submit to the contract manager assigned to this Contact, a written description including complete product specifications and need justification prior to purchasing any item of Subrecipient General Provisions (September 1, 2016) 33 unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment. Section 22.03 Supplies. a Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. b. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000, which includes desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment are also considered Supplies. c. Prior approval by DSHS of the purchase of Controlled Assets is not required, but such purchases must be reported on the Contractors Property Inventory Form as detailed under Section 14.23. Section 22.04 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in the Section 14.06 of the General Provisions and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no Tater than October 15'h of each year. The report is located on the DSHS website at: http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets Section 22.05 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. Section 23.01 ARTICLE XXIII PROGRAM FUNDS AND PAYMENTS Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 23.02 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing Subrecipient General Provisions (September 1, 2016) 34 Section 23.03 Program Income. a. Gross income directly generated from Department funds through a project or activity performed under a Contract and/or eamed only as a result of this Contract during its term is considered program income. b. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in Subsection 25(g)(2) of the Uniform Grant Management Standards, for the use of program income to further the program objectives of the state or federal statute that provided the authority of this Contract or its Program Attachment, and Contractor shall spend the program income on the same Project Attachment or Statement of Work project under which it was generated. c. Contractor shall identify and report this income in accordance with Article IX of these General Provisions and the provisions in the Contract or its Program Attachment(s). d. Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. e. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes and under the conditions specified in this Contract. Section 23.04 Nonsupplanting. Contractor shall not use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding_ if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. Section 23.05 Payment Methods. Section 5.01 of the General Provisions is replaced with the following: Except as otherwise provided by the provisions of this Contract or its Program Attachment(s), the payment method for it will be cost reimbursement. This payment method is based on an approved budget in this Contract or its Program Attachment(s) and acceptable submission of a request for reimbursement. Section 23.06 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Contract term for Department review and financial assessment. Contractor shall submit the final FSR no later than 45 calendar days following the end of the Contract term Section 23.07 Working Capital Advance. If necessary, if allowed by law, and if permitted at DSHS sole discretion, Contractor's requests for an advance of funds shall be limited to the minimum amount needed for effective accomplishment of the Project under this Contract, and shall be timed as closely as possible to actual cash requirements. Contractor Subrecipient General Provisions (September 1, 2016) 35 shall establish procedures to minimize the time elapsing between the transfer of funds from DSHS to Contractor, and shall ensure that such funds are disbursed as soon as administratively possible. Section 23.08 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 23.09 Management and Control Systems. a. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. b. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS. Those requirements and procedures include, at a minimum, the following: I . Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; 2. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Program Attachment and are traceable from the transaction to the general ledger; 3. Effective internal and budgetary controls; 4. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; 5. Timely and appropriate audits and resolution of any findings; 6. Billing and collection policies; and 7. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 23.10 Effect of Grant Close Out. Contractor must submit all requests for reimbursement prior to the date of the closure of the grant. DSI IS may reject any request for reimbursement submitted after closure of the grant. ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 24.01 Allowable Costs. a. Except as provided by section 23.06, DSHS will reimburse Contractor for services satisfactorily performed, and sufficiently documented for allowable costs. b. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. c. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. Subrecipient General Provisions (September 1, 2016) 36 d. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within 30 calendar days of the date of this written notice. e. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s) are not submitted by the due date(s). DSHS may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obl igations. Annlicable Cost nrincinles. Audit requirements and Administrative Requirements Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments OMB Circular A-87 (2 CFR, Part 225) OMB Circular A-133 and UGMS UGMS, OMB Circular A-102, and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 (2 CFR, Part 220) OMB Circular A-133 OMB Circular A-1 10 (2 CFR, Part 215) and applicable Federal awarding agency common rule; and UGMS, as applicable Non -Profit Organizations OMB Circular A-122 (2 CFR, Part 230) OMB Circular A-133 and UGMS UGMS; OMB Circular A-110 (2 CFR, Part 21 5) and applicable Federal awarding agency common rule For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency OMB Circular A- 133 and UGMS UGMS and applicable Federal awarding agency common rule A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. The Contract will specify appropriate grant guidance. Section 24.02 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable Subrecipient General Provisions (September 1, 2016) 37 Section 24.03 Cost Allocation Plan. a. Contractor shall implement and follow the applicable Cost Allocation Plan. b. Contractor shall submit a Cost Allocation Plan on the format provided by DSHS to the Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to mailto:coscapedshs.state.bc.us no later than the 60th calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. If Contractor's plan is the same as the plan previously submitted to DSHS, by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. c. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the effective date of the change. Section 24.04 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: a. With the prior written approval of DSHS; b. Temporarily, in the case of an emergency or an occasional operational bottleneck; c. When employees are performing indirect functions, such as administration, maintenance, or accounting; d. In performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed: or e. When lower overall cost to DSHS will result. Section 24.05 Independent Single or Program -Specific Audit. a. If Contractor within Contractor's fiscal year expends a total amount of at least $750,000 in federal funds awarded, Contractor shall have a single audit or program -specific audit in accordance with the 2 CFR § 200.501. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. b. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. c. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in 2 CFR § 200.501 or UGMS, as applicable, for their program -specific audits. d. The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. e. If Contractor fails to complete the Single Audit Status Form within 30 calendar days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non- compliance with this Contract Subrecipient General Provisions (September 1, 2016) 38 g. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contractsllinks.shtm. Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state governmental entity, shall competitively re -procure independent single audit services at least every six years. Section 24.06 Submission of Audit. Within thirty 30 calendar days of receipt of the audit reports required by the Independent Single or Program - Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses Department of State Health Services Contract Oversight and Support, Mail Code 1326 P.O. Box 149347 Austin, Texas 78714-9347 Health and Human Services Commission Office of Inspector General Compliance/Audit, Mail Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 Electronic submission to DSHS should be addressed as follows: COSContractAdministrationedshs state.tx.us Electronic submission to 1IHSC should be addressed as follows: Oueenah.Teamah(a7hhsc. state.tx.us If Contractor fails to submit the audit report as required by the Independent Single or Program -Specific Audit section within thirty 30 calendar days of receipt by Contractor of an audit report, Contractor shall be subject to DS1IS sanctions and remedies for non-compliance with this Contract. ARTICLE XXV INSURANCE AND BONDS Section 25.01 Insurance. In addition to the Insurance provision in Section 14.24 of the General Provisions, Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager assigned to this Contract within 5 business days of learning of the loss, to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS Subrecipient General Provisions (September 1; 2016) 39 Section 25.02 Fidelity Bond. a. For the benefit of DSHS, Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. b. The fidelity bond or insurance must provide for indemnification of losses occasioned by any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. c. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 25.03 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization (collectively "responsible persons") This section applies to entities that are organized as non-profit corporations under the Texas Non -Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify, and obtain prior approval from, the DS1IS Contract Oversight and Support Section before settling a claim on the insurance. ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT Section 26.01 Final Budget Contractor shall submit an actual Budget to DSI -IS no later than sixty (60) days after the contract termination date or at the conclusion of all contract activities, whichever occurs first. The Budget shall be in a format prescribed by DSHS and shall be accompanied by a report of all activities performed under this Contract. Section 26.02 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that the property, equipment and supplies be returned to DSHS. Subrecipient General Provisions (September 1, 2016) 40 Section 26.03 Title to Property. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 26.04 Disposition of Property. a. Contractor shall follow the procedures in the American Hospital Association's (AHA) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term, of equipment purchased with the Department funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. b. All other equipment not listed in the AHA reference (other than equipment that requires iicensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. c. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to this Contract. d. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. Section 26.05 Closeout of Equipment. At the end of the term of a Contract that has no additional renewals or that will not be renewed (Closeout), or when a Contract is otherwise terminated, Contractor shall submit to the contract manager assigned to this, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout, or termination of this Contract, and must be disposed of according to the Department's disposition instructions, which may include return of the equipment to DSHS or transfer of possession to another DSI -IS contractor, at Contractor's expense. ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Subrecipient General Provisions (September 1, 2016) 41 Contractor also shall comply with all applicable federal and state assurances contained in Section 14 of the Uniform Grant Management Standards. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at httpa/www.dshs.state.tx.us/contracts/links.shtm For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Subrecipient General Provisions (September 1, 2016) 42 Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A ❖ UNIT A Program Stewardship and Accountability Contractor General Requirement Unit A-1: Implement a comprehensive immunization program. Activities under this requirement shall be conducted in accordance with the Department of State Health Services (DSHS) Immunization Contractors Guide for Local Health Departments. Activities: • Adhere to Standards for Child and Adolescent Immunization Practices and Standards for Adult Immunization Practices found at http://www.cdc.govivaccinesirecs/vac-admin/rev-immz-stds.htm • Maintain current policies in compliance with the DSHS Immunization Contractors Guide for Local Health Departments and have them available to Contractor's staff. • Lapse no more than 5% of total funded amount of the contract. Maintain and adjust spending plan throughout the contract term to avoid lapsing funds. Account for and use Program Income appropriately throughout the contract term. Maintain staffing levels to meet required activities of the contract and to ensure that all funds in the personnel category are expended. The funded amount of the contract may be reduced if more than 5% of the funded amount of contract is lapsed in the previous fiscal year. • Submit required Quarterly Local Health Department (LHD) Inter -Local Agreement (ILA) Reports to DSHS Immunization Contracts at dshsimmunizationcontracts(c�dsh5.state.tx.us by Close of Business (COB) Central Standard Time (C.S.T.) on December 31, 2015; March 31, 2016; June 30, 2016; and September 30, 2016 or the next business day if the date falls on a weekend or state approved holiday. • Submit Corrective Action Plan (CAP) letter to DSHS Contract Management Unit (CMU) within fifteen (15) business days after On -Site Evaluation if findings are not resolved at time of site visit to the satisfaction of the HSR Immunization Program Manager and DSHS Immunization Branch Contracts staff. Contractor General Requirement Unit A-2: Complete Texas Vaccines for Children (TVFC) site visits, TVFC unannounced visits, and follow-up visits assigned by DSHS Immunization Branch or DSHS Health Service Region (HSR) Immunization Program staff within prescribed timeframes outlined in the TVFC Operations Manual. Activities under this requirement shall be conducted in DSHS Stock Number: El 1-13986 Rev. 04'2015 1** TEXAS d Si A, Alwebt 11 Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Conduct TVFC site visit follow-up and submit results following the process described and within deadlines established in the TVFC Operations Manual. • Conduct TVFC site visits in 100% of subcontracted entities as listed in the Inter - Local Application and non -Local Health Department immunization clinics, if applicable. • Conduct TVFC unannounced storage and handling visits at TVFC enrolled provider offices within the jurisdiction following the process described and within deadlines established in the TVFC Operations Manual. Contractor General Requirement Unit A-3: Ensure that expired, wasted, and unaccounted-for vaccines do not exceed 5% in Contractor's clinics. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and TVFC Operations Manual. Activities: • Ensure that expired, wasted, and unaccounted-for vaccines do not exceed 5% in Contractor's clinics. • Ensure that all expired, spoiled/wasted vaccines is appropriately identified and entered into the Electronic Vaccine Inventory (EVI) system. • Maintain storage and handling policies and procedures according to the TVFC Operations Manual. (http://www.dshs.state.tx.us/immunize/tvfetvfc.manual.shtm) • Ensure that appropriate routine and emergency vaccine storage and handling plans are in place at each clinic location. • Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Health Service Region (HSR) Immunization program Manager to avoid vaccine waste. Contractor is responsible for covering the cost to ship overstocked vaccines and vaccines approaching expiration. Contractor General Requirement A-4: Implement a plan to assure that vaccines provided through the TVFC program are not provided inadvertently to fully privately insured individuals, including children covered by the State Children's Health Insurance Program (S -CHIP). Establish and maintain protocols for screening individuals for eligibility and insurance coverage before administering vaccines provided through the TVFC program. DSHS Stock Number: E I 1-13986 Rev. 04/2015 2IPaL, Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 Contractors may use the TVFC Program Patient Eligibility Screening Record (C-10) and the Adult Safety Net (ASN) Program Adult Eligibility Screening Record (EFI 1-12842) or electronically store this information. Any child who, upon screening, meets one of the eligibility criteria listed below and is 18 years of age or younger qualifies for state or federal vaccine through the TVFC program: a. Eligible for Vaccine For Children (VFC) Vaccine: • Medicaid Enrolled, • No Health Insurance, • American Indian or Alaskan Native, or • Underinsured* served by a Federally Qualified Health Center (FQHC), Rural Health Clinic (RHC), or a deputized provider. b. Eligible for State.'Federal Vaccine: • Enrolled in CHIP**, or • Other Underinsured***. * Underinsured includes children with health insurance that does not include vaccines or only covers specific vaccine types. Children are only eligible for vaccines that are not covered by insurance. In addition, to receive VFC vaccine, underinsured children must be vaccinated through a FQHC or RHC or under an approved deputized provider. The deputized provider must have a written agreement with an FQHC RHC and the state, local territorial immunization program in order to vaccinate underinsured children. ** Children enrolled in separate state CHIP. These children are considered insured and are eligible for vaccines through the TVFC Program as long as the provider bills CHIP for the administration of the vaccine. *** Other underinsured are children that are underinsured but are not eligible to receive federal vaccine through the VFC Program because the provider or facility is not a FQHC RHC or a deputized provider. However, these children may be served if vaccines are provided by the state program to cover these non-VFC eligible children. ❖ Unit B Assessing Program Performance Contractor General Requirement Unit B-1: Conduct educational, promotional, and outreach activities for the general public to enhance immunization awareness, including distribution of DSHS-provided materials. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. DSHS Stock Number: E 11-13986 Rev. 04.2015 3 P Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A Activities: 12016 • Contractor will provide vaccine and immunization education to target audiences and to the general public on the benefits of vaccination, the risk of vaccine -preventable diseases, staying on the Advisory Committee on Immunization Practices (ACIP) Recommended Immunization Schedule(s), and the importance of not missing any vaccines. • Inform and educate parents of infants, children, adolescents, adults (men and women), grandparents, seniors, health-care providers, and the general public about vaccines for all age groups and vaccine -preventable diseases. Information should include the importance and benefits of being fully vaccinated, vaccine recommendations, and the location of community vaccination clinics. • Conduct at least one monthly immunization education activity specifically directed to one of the target groups as directed by DSHS. • Conduct at least twelve (12) outreach and educational activities during the contract period in accordance with Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095, to each of the following audiences: health-care providers, health-care clinics, hospitals, and any other health- care facility providing health care to adolescents 14 to 18 years of age and report results on the Quarterly Report. Outreach and education activities must focus on the immunization registry and the option for an individual who is 18 years of age or older to consent to having their immunization records stored within the immunization registry. Additional outreach and educational activities may focus on high schools, colleges, and universities. • Document the activity with the number and type of participants and evaluate activity by obtaining feedback from participants. • Use national immunization observances as opportunities to conduct specific education and promotional activities to give emphasis to the importance and benefits of vaccines: National Infant Immunization Week (NIIW), National Immunization Awareness Month (NIAM), National Adult Immunization Week (NAIW), and National Influenza Vaccination Week (NIVW). • Develop and implement a written communications and customer service plan to assure customers receive consistent, correct immunization information and services in a courteous and friendly manner on a timely basis. • Participate in special initiatives as directed by DSHS, such as the Dairy Queen Coupon project, the Hallmark Card Governor's Program, and others. • Participate in statewide media campaigns by distributing DSHS-developed and produced public service announcements and materials to local DSI -IS Stock Number: El 1-13986 Rev. 04:2015 • TEXAS 4 Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 2016 television and radio stations, newspapers, parent publications, university newspapers, high school newspapers, and neighborhood newspapers. • Promote www.ImmunizeTexas.com, the Immunization Branch's website; The Upshot, an electronic newsletter; and the Vaccine Advisory, a vaccine newsletter, to providers in the Contractor's jurisdiction. • Promote and distribute immunization literature for the public to TVFC providers and Contractor's clinics. • Provide information to clients, families, health-care providers, and the general public on the purpose of the Texas immunization registry, ImmTrac; the benefits of ImmTrac participation; and the importance of maintaining a complete immunization history in ImmTrac. • Inform the general public about the TVFC and ASN Programs and the eligibility criteria for participating in the programs. • Distribute TVFC information and educational materials at venues where parents of TVFC-eligible children might frequent. • Distribute ASN information and educational materials at venues and clinics that serve eligible adults. • Inform and highly recommend to the medical community and local providers within the Contractor's' jurisdiction the most current Centers for Disease Control and Prevention (CDC) Epidemiology and Prevention of Vaccine -Preventable Disease (EPI -VAC) training. The most current pink book, titled Epidemiology and Prevention of Vaccine -Preventable Disease can be found on the CDC website at: (htto://www.cdc.govVaccines/oubsninkbook index.html) Establish collaborative efforts with appropriate community entities regarding promoting immunizations and the reduction of vaccine -preventable diseases. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Identify providers, hospitals, schools, child-care facilities, social service agencies, and community groups involved in promoting immunizations and reducing vaccine -preventable diseases. • List and maintain contact information of group members and collaborations and identify the best practices they are promoting. • Maintain written agreements and updates of group members and collaborations. • Document communications, group meetings, and planning of activities that promote the Best Practices identified in contract agreement. Documents are to be accessible during site visits. • Report new group members on the Quarterly Report. Contractor General Requirement Unit B-2: DSHS Stock Number: E11-13986 Rev. 04.2015 • • irxAS 1.t- YSRawWabihort kss•.f4+ Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 When assigned by DSHS, complete 100% of child-care facility and Head Start center assessments and child-care audits. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Population Assessment Manual. When assigned by DSHS, complete 100% of public and private school assessments, retrospective surveys, and validation surveys. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Population Assessment Manual. Activities: • Complete and report 1001?0 of required audits/assessments as assigned by the Immunization Branch, DSHS. These will include: o Texas Child -Care Immunization Assessment o Child -Care Audit o Annual Report of Immunization Status (school self -assessments) o School Audit o Texas School Immunization Validation Survey o Texas County Retrospective Immunization School Survey (TCRISS) • Assigned surveys/assessments must be completed utilizing the instructions in DSHS Immunization Contractors Guide for Local Health Departments and the Population Assessment Manual. • Monitor vaccination and exemptions per respective areas for completed audits/assessments. • Analyze, provide feedback, and monitor vaccination trends for public school districts, private schools, licensed child-care facilities, and registered family homes to increase vaccination coverage using audit/assessment data. • Identify trends and areas of need for local health department jurisdictions and coordinate interventions. • Collaborate with schools, licensed child-care centers, and registered child- care homes to identify needed improvements. Report these results/findings to the DSHS Immunization. Contractor General Requirement B-3: Work with TVFC providers to develop quality improvement processes to increase coverage levels and decrease missed opportunities using Assessment, Feedback, Incentives, and eXchange (AFIX)components, as appropriate, and move toward use of Immunization Information System (IIS) as primary source of data for provider coverage level assessment Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and the Texas Vaccine for Children (TVFC) Program Provider Manual. DSHS Stock Number: E11-13986 14 .TEXAS Rev. 04.`2015 Ik.q Ude IMS #resins 61 Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 Activities: • Conduct immunization coverage level assessments utilizing the AFIX online tool and (CoCASA) in 100% of subcontracted entities as listed in the Inter -Local Application and non -Local Health Department immunization clinics, if applicable. • Conduct TVFC compliance site -visits for all sub -contracted entities and non- focal health department clinics utilizing the CDC Provider Education, Assessment, and Reporting (PEAR) system and directly enter data into PEAR to document TVFC quality assurance compliance site visits for all sub -contracted entities and non -local health department clinics. If contractor encounters problems with directly entering data into PEAR, the contractor shall submit the final assessment results in the PEAR system within twenty-four (24) hours of conducting the visit. • Conduct TVFC unannounced storage and handling visits at TVFC provider offices utilizing the CDC PEAR system and directly enter data into PEAR to document TVFC storage and handling visit results into PEAR. If contractor encounters problems with directly entering data into PEAR, the contractor shall submit the final unannounced storage and handling visit results in the PEAR system within twenty-four (24) hours of conducting the visit. Contractor General Requirement B-4: Investigate and document at least 90% of reportable confirmed or probable vaccine - preventable disease (VPD) cases within thirty (30) days of initial report to public health in accordance with DSHS Infectious Disease Control Unit Guidelines for Investigation and Control of Invasive, Respiratory, Foodborne, and Vaccine -Preventable Disease at:http://www.dshs.state.tx.us/idcu/healthlinfection control•Investigation-Guidances ---. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Adhere to the DSHS Infectious Disease Control Unit Guidelines for Investigation and Control of Invasive, Respiratory, Foodborne, and Vaccine -Preventable Disease (http://www.dshs.state. tx. us/i do u/health/infection_control/Investigation- Guidancel), NBS Data Entry Guidelines, and current Epi -Case Criteria Guide (both found at: (https:l/txnedss.dshs.state.tx.us:8009: PHINDox/UserResources/Zin conducting this General Requirement and the associated activities. • Complete all data entry into NEDSS Base System (NBS) following the NBS data Entry Guidelines at: (https://txnedss.dshs.state.tx.us:8009.PHINDox/UserResources/). • Verify and enter complete vaccination history in NBS on all VPD investigations with case status of confirmed or probable. Complete 71 'age DSHS Stock Number: E11-13986 Rev. 04/2015 *4* i TEXAS Mpanneeri KJaF Haan LrMw, Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A vaccination history should be assessed through ImmTrac, provider offices, school records, or patient records. • Routinely review and follow up on all VPD laboratory reports received, including electronic lab reports (ELRs) sent from DSHS through NBS and Health Alert Network (HAN). • Provide feedback on any unmet performance measures during each Quarterly Report review. • All new VPD surveillance staff will attend Introduction to NBS training and complete the certification process in order to gain access to the NBS system. Contractor General Requirement Unit B-5: Educate, inform, and train the medical community and local providers within Contractor's jurisdiction on immunization activities listed below. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Provide training on TVFC requirements and updates (as described in the TVFC Operations Manual) to TVFC providers annually at a minimum. • Document annual training in PEAR for each Provider Identification Number (PIN) in jurisdiction. • Ensure that the TVFC providers have the most up-to-date, DSHS- produced immunization information in their offices. • Provide training, information, and technical assistance to promote the effective use of ImmTrac by private providers (which includes education regarding the benefits of ImmTrac participation). • Educate private providers about the ImmTrac enrollment process and the statutory requirement to report immunizations. • As directed by DSHS identify first responders and their immediate family in the community and inform them of the opportunity to be included in ImmTrac. • Conduct educational training for hospital and health-care providers within the Contractor's jurisdiction, to increase mandatory screening and reporting of hepatitis B surface antigen (HBsAg -positive women. • Provide training on the prevention of perinatal hepatitis B to providers within the Contractor's jurisdiction. • Educate physicians, laboratories, hospitals, schools, child-care staff, and other health providers on VPD reporting requirements. • Educate and update providers on the most currentACIP recommendations for all age groups, as well as on applicable regulatory vaccination requirements. • Provide training relating to Standards for Child and Adolescent DSHS Stock Number: E1 1-13986 Rev. 04/2015 8 Y I* TEXAS Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 Immunization Practices and Standards for Adult Immunization Practices (http:ffwww.cdc.govfvaccinesfrecs/vac-admin/rev-immz-stds.htm) to all immunization providers within Contractor's jurisdiction. • Inform all private providers on the federal requirement that the most current Vaccine Information Statements (VIS) must be distributed to patients at: (http:!'www.cdc.gov/vaccinesihcpivislindex.html) • Promote a healthcare workforce that is knowledgeable about vaccines, vaccine recommendations, vaccine safety, vaccine -preventable diseases, and the delivery of immunization services. • Educate healthcare workers on the need to be vaccinated themselves. • Provide information to community health-care employers (hospitals, clinics, doctor's offices, long-term care facilities) about the importance of vaccination of health-care workers. • Educate private providers to send National Immunization Surveys (NIS) to the Contractor for research prior to returning the survey to CDC, if applicable. • Coordinate educational and other activities with local WIC programs to assure that children participating in WIC are screened and referred to their "medical home" for vaccination using a documented immunization history in accordance with the Standards for Child and Adolescent Immunization Practices at: http:;;°www.cdc.gov/vaccines.•'recsfvac-admin/rev-immz- stds.htm. • Offer educational opportunities to all WIC programs in the service area, including information about on-line and satellite -broadcast continuing education opportunities from the CDC Continuing Education web site at http:,'•'www.cdc.gov'vaccinesied.'default.htm. • Report on education, training, outreach activities or collaborative efforts conducted to the medical community and local providers in the Contractor's jurisdiction and the outcomes on each Quarterly Report. ❖ Unit C Assuring Access to Vaccines Contractor General Requirement Unit C-1: Engage American Indian tribal governments, tribal organizations representing those governments, and tribal epidemiology centers of Alaskan Native Villages and Corporations located within contracted local health department boundaries in immunization activities. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. DSHS Stock Number: E11-13986 Rev. 04'2015 !TIl TEXAS 9P Page Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A Activities: • Perform education, training, outreach activities and provide technical assistance for American Indian tribal governments, tribal organizations representing those governments, and tribal epidemiology centers of Alaskan Native Villages and Corporations. • Report on education, training, outreach activities, or collaborative efforts conducted to American Indian tribal governments, tribal organizations representing those governments, and tribal epidemiology centers of Alaskan Native Villages and Corporations and the outcomes on each Quarterly Report. Contractor General Requirement Unit C-2: Provide immunization services and ACIP -recommended vaccines in Contractor's clinics to children, adolescents, and adults to maximize vaccine coverage levels within Contractor's jurisdiction. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Ensure that all ACIP recommended vaccines are routinely available to TVFC patients. • Ensure that all vaccines listed on the ASN vaccine formulary are available to eligible adult patients. • Recommend the simultaneous administration of alI needed vaccines for the patient. • FoIlow only medically supportable contraindications to vaccination. • Verbally educate patients and parents/guardians about the benefits and risks of vaccination and distribute DSHS educational materials, as applicable, as part of this conversation. • Discuss, and attempt to schedule, the next immunization visit at each client encounter. • Explain the benefits of a "medical home" and assist the parent/guardian in obtaining or identifying the child's medical home. • Use a Reminder/Recall system (manual, Texas Wide Immunization Client Encounter System {TWICES}, ImmTrac, or other system). • Establish "standing orders" for vaccination in Contractor's clinics, consistent with legal requirements for standing orders (including, but not limited to, those found in the Texas Medical Practice Act). • Implement an employee immunization policy according to CDC recommendations in Contractor's clinics. 10 DSHS Stock Number: El 1-13986 Nr,T Rev. 04.2015 �YCC+91�1►►11`` La rlsam Mwkxa Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 2016 Enroll and sustain a network of TVFC providers to administer federally funded vaccines to program -eligible populations according to CDCACIP and National Vaccine Advisory Committee (NVAC) standards. Conduct recruitment to increase the number of ImmTrac providers, TVFC providers, ASN providers, and Perinatal Hepatitis B providers. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Conduct recruitment activities as defined in the TVFC Operations Manual with providers on the DSHS-supplied provider recruitment list. • Target adolescent health-care providers for recruitment and emphasize adolescent vaccine requirements and recommendations Contractor General Requirement Unit C-3: Assure compliance with Health and Human Services (HHS) Deputization Guidance. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments. Activities: • Annually sign Deputization Addendum, and provide immunization services to underinsured children. • Report monthly the number of vaccine doses administered to underinsured clients by age categories 0-6 years and 7-18 years of age as directed by DSHS. • Report monthly the number of unduplicated underinsured clients served by age categories 0-6 years and 7-18 years of age as directed by DSHS. Contractor General Requirement Unit C-4: Work with partners, as appropriate, to assure coordination of the following activities in order to prevent perinatal hepatitis B transmission. a.) Identification of HBsAg -positive pregnant women. b.) Timely newborn post -exposure prophylaxis with hepatitis B vaccine and hepatitis B immune globulin (HBIG). c.) Timely completion of doses two and three of hepatitis B vaccine. d.) Timely completion of post -vaccination serology testing. Ensure all pregnant women are screened for HBsAg and that all HBsAg -positive pregnant women are reported to DSHS. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Perinatal Hepatitis B Prevention Manual. DSHS Stock Number: Ell -13986 Nr'TEXAS, Rev. 04, 2015 Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A Activities: 2016 • Develop a surveillance system that includes prenatal care providers, obstetrical and gynecological care providers, family practitioners, and labor and delivery facilities to assure all HBsAg -positive pregnant women are reported to DSHS within one week of diagnosis. • Educate prenatal care providers to ensure they are screening pregnant women for HBsAg status during each pregnancy; implement procedures for documenting HBsAg screening results in prenatal care records, and forward original laboratory results to the delivery facility. • Educate delivery hospitals to ensure they verify prenatal HBsAg test results of pregnant women on admission for delivery and test for HBsAg at delivery. • Provide DSHS produced educational materials on how to prevent perinatal hepatitis 13 transmission for distribution to appropriate clients in agencies that include WIC, religious organizations, refugee/immigration assistance programs, and other community-based organizations. • Provide trainings, as directed by DSHS, to delivery hospitals on reporting HBs -Ag positive test results for women who have delivered at their facilities. • Submit all Perinatal Hepatitis B educational training conducted each quarter on the Education, Training, Information, and Collaborations (EITC) tab of the quarterly report. Ensure that all infants born to HBsAg -positive women and women whose HBsAg status is unknown will receive the first dose of the hepatitis B vaccine and HBIG within 12 hours of birth. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Perinatal Hepatitis B Prevention Manual. Activities: • Ensure all labor and delivery facilities develop standing orders and policies to administer the first dose of the hepatitis B vaccine and HBIG to at -risk infants within 12 hours of birth. • Identify labor and delivery facilities that do not have standing orders and/or policies and educate providers to establish standing orders and policies to administer to at -risk infants the first dose of the hepatitis B vaccine and HBIG within 12 hours of birth. • Determine the number of newborns that do not receive the first dose of the hepatitis B vaccine and/or HBIG and work with those facilities to ensure all at -risk infants receive the hepatitis 13 vaccine series and HBIG within 12 hours of birth. • Report to DSHS all infants born to HBsAg -positive women within fifteen (15) calendar days of the event. 12 DSHS Stock Number: Eli -13986 tkii �j TEXAS Rev. 04:2015 �'�1`��� Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A Ensure that 100% of the number of identified infants born to HBsAg -positive women will complete the hepatitis B vaccine series and post -vaccination serology testing. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Perinatal Hepatitis B Prevention Manual. Activities: • Administer or obtain from the provider or ImmTrac the complete hepatitis B vaccine series. Infants shall complete the hepatitis B vaccine series by 6 — 8 months of age if the infant receives a single antigen or Pediarix® vaccine. • Perform post -vaccination serology testing or obtain from the provider the post -vaccination serology testing results to determine immunity against hepatitis B. Post vaccination serology testing shall be done by 9 months of age if the infant received a single antigen or Pediarix® vaccine. • For all cases documented as a lost to follow-up on the Perinatal Hepatitis B case management form, report the number and types of attempted activities performed in locating the mother or guardian of the infant to DSHS on the Perinatal Hepatitis B case management form. Contractor General Requirement C-5 All household contacts over 24 months of age and sexual partners of reported HBsAg - positive women shall be referred for serologic testing to determine susceptibility status in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and Perinatal Hepatitis B Prevention Manual. Household contacts over the age of 24 months and sexual contacts are not eligible for the program. They should be referred to health care providers for screening and vaccination if susceptible. The number of contacts over age 24 months identified and referred to a health care provider is to be documented on the woman's case management form. Ensure all household contacts below or equal to 24 months of age are case managed as appropriate to ensure the infant completes the hepatitis B vaccine series and receives post -vaccination serology testing as scheduled. A contact case management form should be completed for all contacts under or equal to 24 months of age and case management activities performed. DSHS Stock Number: E I 1-13986 Rev. 04.2015 her ,'TEXAS 131Page Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A ❖ Unit D 201.+6 Immunization Information Technology Infrastructure -Assure that the immunization information technology infrastructure supports program goals and objectives. Contractor General Requirement Unit D-1: Promote provider site participation and assure immunization record completeness, timeliness, accuracy, efficiency, and data use to support immunization program goals and objectives. Effectively utilize ImmTrac, the statewide immunization registry, in Contractors' clinics. Work in good faith, and as specified herein, to increase the number of children less than six (6) years of age who participate in ImmTrac. Work in good faith and as specified herein, to ensure ImmTrac registered private providers use ImmTrac effectively as defined in the DSHS Immunization Contractors Guide for Local Health Departments. Activities under the requirements above shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments Activities: • Recruit new private provider sites for ImmTrac. • Search for the client's immunization history at every client encounter. • Review the client's record for vaccines due and overdue according to the CDC Recommended Schedules at: http://www.cdc.gov/vaccines/schedules/index.html. • Report to ImmTrac all immunizations administered to children (younger than 18 years of age) and consented adults in Contractor's clinics, either directly into ImmTrac or through TWICES. • Follow and explain recommended guidelines for obtaining and submitting ImmTrac consent forms according to the instructions found at http:l/www.dshs.state.tx.uslimmunizeldocs;consent guidelines.pdf. • Offer updated Immunization History Report to the client or client's parent or guardian at every client encounter. • At every client encounter, compare all immunization histories (ImmTrac, TWICES, validated patient -held records, clinic medical record) and enter into ImmTrac or TWICES any historical immunizations not in ImmTrac. DSHS Stock Number: El 1-13986 Rev. 04/2015Suer liesin TEXAS ry 141 P Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 2016 • Verbally and with DSHS produced literature, inform parents presenting at Contractor's clinics about ImmTrac and the benefits of inclusion in ImmTrac. • Provide orientation to all ImmTrac providers at least once a year and maintain documentation of all technical assistance provided (e.g., telephone logs). • Explain and demonstrate the effective use of ImmTrac according to the instructions located in the DSHS Immunization Contractors Guide for Local Health Departments. • Conduct follow-up with registered ImmTrac providers who are inactive or not using ImmTrac effectively. • Train ImmTrac providers' staff on ImmTrac data entry and quality standards. • Update all demographic information, including address and telephone number, at every client encounter. • Conduct outreach (including, but not limited to, the specific outreach described in the DSHS Immunization Contractors Guide for Local Health Departments) to families of children 19 to 35 months of age who are not up-to-date on their immunizations according to ImmTrac; locate additional immunization histories; and enter history data into ImmTrac. • Collaborate with prenatal health-care providers, birth registrars, hospital staff, pediatricians, and other entities to educate parents, expectant parents, and providers about ImmTrac and the benefits of participation. Includes the dissemination of DSHS educational materials as appropriate. • Identify and contact families of children for whom ImmTrac consent has been granted but who do not have complete immunization records in ImmTrac. • Identify all providers who administer vaccine in awardee's jurisdiction, including both pediatric and adult immunization providers. • Collaborate with partners and develop a provider recruitment strategy to include complementary vaccinators, such as pharmacists and school - located vaccination clinics. • Encourage ImmTrac participation among providers. • Use and train providers on the use of the new IIS as the system becomes available. Contractors General Requirement Unit D-2: Assure provider participation in vaccine ordering and inventory management using the EVI system. • Educate providers regarding vaccine ordering policies. • Train providers to use the EVI system for inventory and order entry. DSHS Stock Number: EI 1-13986 Rev. 04.2015 1 rocas 3 15 Page Texas Department of State Health Services Immunization Branch Inter -Local Agreement Work Plan - Exhibit A 12016 • Train providers on the use of the new IIS system as the system is available. Assist all other TVFC providers in local jurisdiction with maintenance of appropriate vaccine stock levels. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractors Guide for Local Health Departments and the current TVFC Operations Manual. Activities: • Evaluate maximum vaccine stock levels twice a year in alI TVFC provider clinics under Contractor's jurisdiction and assess providers' inventories when visiting clinics. • Review 100% o of monthly biological reports, vaccine orders (when applicable), and temperature recording forms for accuracy and to ensure that the vaccine supply is appropriately maintained and within established maximum stock levels. Review and approval for vaccine orders (when applicable) must be documented in the Electronic Vaccine Inventory system. • Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Health Service Region (HSR) Immunization Program Manager to avoid vaccine waste. Contractor is responsible for covering the cost to ship overstocked vaccines and vaccines approaching expiration. • If vaccine is available locally, submit Vaccine Transfer Authorization Form (EC - 67) to DSHS HSR Immunization Program Managers for approval prior to conducting transfers and/or deliveries to support the TVFC providers requesting assistance. • Educate and assist all TVFC providers with TVFC Provider Choice, as directed by DSHS. • Offer provider updates, training, and information as changes to vaccine management occur. DSHS Stock Number: E11-13986 Rev. 04/2015 TEXAS 16�i AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 29, 2015 Second Reading Ordinance for the City Council Meeting of October 13, 2015 DATE: TO: September 22, 2015 Ronald L. Olson, City Manager THRU: Margie Rose, Deputy City Manager MargieR@cctexas.com 361.826.3220 Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Regional Local Services System/Local Public Health System (RLSS/LPHS) Grant in the amount of $328,736, and appropriation of the funds for the contract period September 1, 2015, through August 31, 2017 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2015, through August 31, 2017; and ratifying acceptance of the grant agreement to begin September 1, 2015. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to improve and strengthen local public health infrastructure within the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $328,736, to provide funding for public health services beginning September 1, 2015, through August 31, 2017, to fund personnel, fringe benefits and supplies to support the provision of essential public health services including disease investigation and surveillance, laboratory services and environmental health services. ALTERNATIVES: Refuse the grant and discontinue the local public health services program that enables the Health District to provide for local public health services including disease investigation and surveillance, laboratory services, and environmental health services. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: III Operating III Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $328,736 $328,736 BALANCE $328,736 $328,736 Fund(s): Grants Comments: No fiscal impact to General Fund. Grant award does not require any cash or indirect in-kind match. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings and ratification of the grant contract to begin September 1, 2015. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. 2016-000023-00 Ordinance Cc: Yvette Aguilar, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie Rose, Deputy City Manager Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSSILPHS) grant in the amount of $328,736, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2015, through August 31, 2017; and ratifying acceptance of the grant agreement to begin September 1, 2015. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $328,736, from. the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2015, through August 31, 2017, to provide essential health services. Section 2: The City Manager. or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 3: Further the City Council ratifies acceptance of the grant to begin as of September.1, 20.15..A copy.. of the. executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2016-000023-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $328,736.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/0112015 and ends on 08131/2017. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority: As applicable, DSHS enters into this Contract under the authority of Texas Health and Safety Code Chapter 12 or 1001 or Texas Government Code Chapters 531, 771, 791 or 2155. 6. Program Name: RLSSILPHS RLSSILocal Public Health System-PnP Page 1 of 12 7. Statement of Work: Statement of Work: A. CONTRACTOR will improve or strengthen local public health infrastructure within the State of Texas by: 1. Developing objective(s) to address a public health Issue; 2. Utilizing resources provided through this Program Attachment to conduct activities and services that provide or support the delivery of essential public health services; 3. Assessing, monitoring, and evaluating the essential public health activities and services provided through this Program Attachment; and 4. Developing strategies to improve the delivery of essential public health service(s) to identified service area. B. These tasks shall be performed in accordance with Department of State Health Services (DSHS) Division for Regional and Local Health Services Interlocal Application. The assessment and/or evaluation activities must include measurable standards. Acceptable standards include the National Public Health Performance Standards approved by the Centers for Disease Control and Prevention Healthy People 2020 (Healthy People) related goals and objectives, and DSHS Programmatic grant guidance and performance standards relative to the contractors identified scope of work, as well as any federal, state or local law or regulation governing the delivery of essential public health services. Other evaluation methods utilizing standards not listed in this Program Attachment must be pre -approved by DSHS. C. CONTRACTOR will comply with ail applicable federal and state laws, rules, regulations and standards including, but not limited to, the following: 1. Chapter 23-11 of the Healthy People 2020; 2. Section 121.002 of Texas Health & Safety Code; 3. Section 403.1055 of Texas Government Code. D. CONTRACTOR will not use funds from the Permanent Fund for Children and Public Health for lobbying expenses under the Texas Government Code Section 403.1067. E. CONTRACTOR will comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Program Attachment. F. DSHS will Inform CONTRACTOR in writing of any changes to applicable federal and state laws, rules, regulations, standards and guidelines. CONTRACTOR shall comply with the amended law, rule, regulation, standard or guideline except that CONTRACTOR shall inform DSHS Program in writing if it shall not continue performance under this Program Attachment within 30 days of receipt of an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. G. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor CONTRACTOR's expenditures on a quarterly basis. If expenditures are below that projected in CONTRACTOR's total contract amount, CONTRACTOR's budget may be subject to a decrease for the remainder of the contract term. Vacant positions existing after 90 days may result in a decrease in funds. H. Contractor agrees to read DSHS Contractor Financial Procedures Manual (CFPM) and work with Page 2 of 12 DSHS staff regarding the management of funds received under this Contract. http:llwww.dshs.state.tx.uslcontractslcfpm.shtm. PERFORMANCE MEASURES A. CONTRACTOR will complete the Performance Measures as stated in the CONTRACTOR'S FY16 Local Public Health Service (LPHS) Service Delivery Plan, and as agreed upon by DSHS, hereby attached as Exhibit A. B. CONTRACTOR will provide activities and services required under this Program Attachment in the Service Area designated in the most recent version of Section 8,"Service Area" of this contract. See Programmatic Reporting Requirement section for required reports. BILLING INSTRUCTIONS: CONTRACTOR will request payment using the State of Texas Purchase Voucher (Form B-13) on a monthly basis with acceptable supporting documentation for reimbursement of the required servicesldeliverables. Vouchers and supporting documentation should be mailed or submitted by fax or electronic mail to the addresses/number listed below. Claims Processing Unit, MC1940 Department of State Health Services 1100 West 49th Street PO Box 149347 Austin, TX 78714-9347 The fax number for submitting State of Texas Purchase Voucher (Form 8-13) to the Claims Processing Unit is (512) 776-7442. The email address is invoices@dshs.state.tx.us. Page 30E12 8. Service Area Nueces County Page 4 of 12 This section intentionally left blank. Page 5 of 12 10. Procurement method: Non -Competitive interagency/Interlocal GST -2012 -Solicitation -00025 RLHS GOLIVE LPHS PROPOSAL 11. Renewals: Number of Renewals Remaining: 1 Date Renewals Expire: 08/31/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.991, 93.991, STATE 14. DUNS Number: 069457786 Page 6 of 12 15. Programmatic Reporting Requirements; Report Name Frequency Period Begin Period End Due Date Project Service Quarterly 09/01/2015 11/30/2015 12/31/2015 Delivery Plan Project Service Quarterly 12/01/2015 02/2912016 03/31/2016 Delivery Pian Project Service Quarterly 03/01/2016 05131/2016 06/30/2016 Delivery Pian Project Service Quarterly 06/01/2016 08/31/2016 09/30/2016 Delivery Plan Financial Status Quarterly 09/01/2015 11/30/2015 12/31/2015 Report (FSR) Financial Status Quarterly 12/01/2015 02/29/2016 03/31/2016 Report (FSR) Financial Status Quarterly 03/01/2016 05/31/2016 06/30/2016 Report (FSR) Financial Status Quarterly 06/01/2016 08/31/2016 09/30/2016 Report (FSR) Project Service Quarterly 09/01/2016 11/30/2016 12/31/2016 Delivery Plan Project Service Quarterly 12/01/2016 02/28/2017 03/31/2017 Delivery Plan Project Service Quarterly 03/01/2017 05/31/2017 06/30/2017 Delivery Plan Project Service Quarterly 06/01/2017 08/31/2017 09/30/2017 Delivery Plan Financial Status Quarterly 09/01/2016 11/30/2016 12/31/2016 Report (FSR) Financial Status Quarterly 12/01/2016 02/28/2017 03/31/2017 Report (FSR) Financial Status Quarterly 03/01/2017 05/31/2017 06/30/2017 Report (FSR) Financial Status Quarterly 06/01/2017 08/31/2017 10/15/2017 Report (FSR) Submission Instructions: Contractor shall submit Project Service Delivery Plan (Exhibit A) report on a quarterly basis, as noted on the Exhibit A, to the contract manager by the end of the month following the end of each quarter. Submit to: LocalPHTeam@dshs.state.tx.us ; Fax #: 512/776-7391 Contractor shall submit quarterly FSRs to Fiscal -Claims Processing Unit by the last business day of the month following the end of each quarter. Contractor shall submit the final FSR no later than 45 calendar days following the end of the applicable term. Submit to: invoices@dshs.state.tx.us ; Fax #: 512/776-7442. Page 7 of 12 16. Special Provisions General Provision, ARTICLE XIV, General Terms, Section 14.12, Amendment is revised to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. General Provisions, ARTICLE II COMPLIANCE AND REPORTING, Section 2.05 Reporting, are revised to include the following paragraph: CONTRACTOR shall submit quarterly and final performance reports that describe progress toward achieving the objectives contained in approved Contractor's Service Delivery Plan and any written revisions. Contractor shall submit the performance reports by the end of the month following the end of each quarter, in a format to be provided by DSHS. Failure to submit a required report of additional requested information by the due date specified in the Program Attachment (s) or upon request constitutes breach of contract, may result in delay payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the department. Programmatic Reporting Submission Requirements: Reports and Report signature page should be sent electronically to: LocaIPHTeam@dshs.state.tx.us, or the signature page can sent by facsimile to 512-776-7391. A copy of the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional Director. See Programmatic Reporting Requirements section for required reports. General Provisions, ARTICLE XXI Program Operations, Section 21.06 Responsibilities and Restrictions Concerning Goveming Board, Officers and Employees, is not applicable to this program Attachment. General Provisions, ARTICLE XXII Program Equipment and Supplies, Section 22.01 Equipment, is revised to include the following: For the purpose of this Program Attachment, equipment is not approved as part of the base budget for RLSS/LPHS. The funds are for direct services. Although, at mid year of the contract term, if funds are identified as not being used, the funds may be used to purchase equipment in the 3rd quarter of the contract or program attachment term. Contractor must submit proposal to redirect funds with justification as to how the equipment helps achieve the goals, objectives, and deliverables outlined in Exhibit A (Project Service Delivery Plan). The proposal must be submitted to the contract manager assigned to the program attachment. Page 9 of 12 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2016-000023-00 b. General Provisions Subrecipient General Provisions c. Attachments Budget d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification e. Exhibits FY16/17 Project Service Delivery Plan Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 78756-4204 City, State, Zip City, Stale, Zip Telephone Number Telephone Number E-mail Address E-mail Address Page 9 of 12 Budget Summary Organization Name: Corpus Christi Public Health District Program 1D: RLSS/LPHS Contract Number. 2016-000023-00 Budget Categories Budget Categories Personnel Fringe Benefits Travel Equipment Supplies Contractual Other Total Direct Costs AY Indirect Costs Totals DSHS Funds Requested $231,264.00 $78,630.00 $6,305.00 $0.00 $12,537.00 $0.00 $0.00 $328,736.00 $0.00 $328,736.00 Cash Match $0,00 $0.00 $0.00 50.00 $0.00 $0.00 $0.00 $0.00 50.00 $0.00 In Kind Match Contributions $0.00 $0.00 $0.00 50.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Category Total 5231,264.00 $78,630.00 $6,305.00 $0.00 $12,537.00 $0.00 $0.00 $328,736.00 $0.00 $328,736.00 Page 10 of 12 FY16117 Project Service Delivery Plan Organization Name: Corpus Christi Public Health District Contract Number. 2016-000023-00 Program ID: RLSS/LPHS Contract Term: 09/01/2015 - 08/31/2017 Program Name: RLSS/Local Public Health System -R Local Health Department: Corpus Christi-Nueces Co. Public Health District Contract Term: September 1, 2015 through August 31, 2017 Indicate in this plan how requested Local Public Health Services (LPHS) contract funds will be used to address a public health issue through essential public health services. The plan should include a brief description of the public health issue(s) or public health program to be addressed by LPHS funded staff, and measurable objective(s) and activities for addressing the issue. List only public health issues/programs, objectives and activities conducted and supported by LPHS funded staff. List at least one objective and subsequent required information for each public health issue or public health program that will be addressed with these contract funds. The plan must also describe a clear method for evaluating the services that will be provided, including identification of a specific evaluation standard, as well as recommendations or plans for improving essential public health services delivery based on the results of the evaluation. Complete the table below for each public health issue or public health program addressed by LPHS funded staff. (Make additional copies of the table as needed) Public Health Issue: Briefly describe the public health issue to be addressed. Number issues if more than one issue will be addressed. 1. Reduce risk of disease transmission within Nueces County. 2. Public health planning and policy development. Essential Public Health Service(s): List the EPHS(s) that will be provided or supported with LPHS Contract Funds #2 Diagnose and investigate community health problems and community health hazards. #5 Develop policies and plans that support individual and community efforts to improve health. Objective(s): List at least one measurable objective to be achieved with resources funded through this contract Number all objectives to match issue being addressed. Ex: 1.1, 1.2, 2.1, 2.2, etc.) 1. Perform appropriate public health investigation, disease detection, prevention, intervention, and documentation for reportable diseases identified within Nueces County. 2. Ensure that policies and protocols for disease control are complete and current. Performance Measure: List the performance measure that will be used to determine if the objective has been met. List a performance measure for each objective listed above. 1. All reportable disease identified in Nueces County will be investigated, will receive appropriate public health intervention, and will be accurately recorded in the Health District database. 2. All policies and protocols related to disease prevention, surveillance, investigation, reporting, and outbreak response will be current, complete, and in compliance with DSHS and CDC standards. Activities List the activities conducted to meet the proposed objectives. Use numbering system to designate match between issuestprograms and objectives. 1.1 Diagnose and investigate cases of communicable diseases within Nueces County. 1.2 Provide immunizations for vaccine preventable diseases. 1.3 Provide outreach and education related to risks for disease transmission. Page 11 of 12 1.4 Provide appropriate laboratory testing and laboratory services to diagnose and identify diseases. 1.4.1 Water microbiology testing will be offered to the public to ensure drinking water safety. 1.4.2 Environmental samples will be tested to assure safety or as indicated due to disease outbreak. 1 Review and update policies and protocols for communicable diseases at least yearly. 2.2 Develop protocols or newly identified diseases and health risks in a timely manner. 2.3 Fully inform staff of protocol additions, changes and updates. Evaluation and Improvement Plan List the standard and describe how it is used to evaluate the activities conducted. This can be a local, state or federal guideline. 1.1 DSHS policies and guidelines related to communicable disease investigation and reporting will be followed. 1.2 Number of vaccinations given. 1.3 Number of outreach activities or clinics focused on public health education and/or immunizations. 1.4 Number of STD tests performed. Number of drinking water tested for potability. Environmental samples tested as indicated. 1.4.1 Total number of drinking water specimens 1.4.2 Number of environmental samples tested 2.1 Policies reviewed annually to insure that they comply with current DSHS and CDC recommendations. 2.2 Policies will comply with DSHS and CDC recommendations. 2.3 Ali communicable disease staff will be provided with information and training concerning any addition, deletion, or change to any communicable disease protocol or policy. Deliverable Describe the tangible evidence that the activity was completed. 1.1 Database of reportable communicable diseases will be maintained and updated continuously. 1.2 Monthly totals of immunizations provided will be calculated and maintained. 1.3 Records of community events will be maintained, with date, topic(s), and numbers of participants recorded. Counseling will be completely documented in 100% of communicable disease client records. 1.4 100% of communicable disease documented will indicate appropriate lab testing was performed. 1.41 Monthly numbers of specimens tested will be recorded. 1.4.2 Monthly numbers of specimens tested will be recorded. 2.1 Evidenced by signed protocol manuals. 2.2 New policies will be generated within 15 days of identification of new diseases or health risks within the community, as evidenced by signed SOP. 2.3 Documentation of all staff training will be maintained. Page 12 of 12 TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS. LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by o r on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewnl, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) if an} funds other than federal nppropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress federal contract. grant. loan, or cooperative agreement, the undersigned shall complete and submit, an °Nicer or employee of congress. or an employee of a member of congress in connection with this Standard Form -11, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award ducumcnts for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, la..tns and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of' this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not Tess that 510,000 and not more than 5100,000 for each such failure. Signature Date Print Name of Authorized Individual C2DIcp— cpa6423 ,.Qv Application or Contract Number Organization Name CSCU # EF29-12374 - Revised 2/2006 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal Iaw. if the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. Iaw. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. if the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: CO /7,41.r eA,-.r4'- ee cc es- Ccm" 7)e. r G -11)/ea l4 ,rd,, c (Ci 90 CQ�pu1 Cr4. Primary Address of Contractor: 7 U .2 '!� D//? e a a.d C o e r Ch r' r; 7 ZIP Code: 9 -digits Required www.usps.com T FFATA Contact # 1 Name, Email and Phone Number: I( / VA:.'', /21. 1'A le? 4"/WaA-114.2BCcZ exar,Cep.- 24/ • ep.- 2 /• cF.?e - /2VF FFATA Contact #2 Name, Email and Phone Number: e Xacir uez a/7'7 e to r CC Z exa.r. cm -04 .361- �,2(- 7,26S DUNS Number: 9 -digits Required www.sam.gov ;7S +'/ / ?O.z 1 raffia State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits / 7 0 0 7 1 Printed Name of Authorized Representative /7aryi c o.rc Signature of Authorized Representative Title of Authorized Representative L9 e, ceZ5 Ct LeyG1 4f r, Date -1- Department of State Health Services Form 4734 - June 2013 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, l hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? ❑ Yes gNo If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. For example: John Blum:500000;Mary Redd:50000;Er!c Gant:400000; Todd Piatt:300000; Sally Tom:300000 Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 ARTICLE I SECTION 1.01 SECTION 1.02 ARTICLE 11 SECTION 2.01 SECTION 2.02 SECTION 2.03 SECTION 2.04 SECTION 2.05 SECTION 2.06 SECTION 2.07 SECTION 2.08 SECTION 2.09 SECTION 2.10 SECTIOY 2.11 SEcrioN 2.12 ARTICLE 111 SECTION 3.01 SECTION 3.02 SECTION 3.03 SECTION 3.04 SECTION 3.05 ARTICLE IV SECTION 4.01 SECTION 4.02 ARTICLE V SECTION 5.01 SECTION 5.02 SECTION 5.03 SECTION 5.04 ARTICLE VI SECTION 6.01 SECTION 6.02 SECTION 6.03 ARTICLE VII SECTION 7.01 SECTION 7.02 SECTION 7.03 SECTION 7.04 SECTION 7.05 Fiscal Year 2016 Department of State Health Services Contract General Provisions CONTRACT COM PON ENTS»................»..».....».».».»........„..» ...4 CONTRACT.....»..........„»....»..».»....« ...„.„....„..„....»..»....4 ORDER OF PRECEDENCE ..«..... «.._...».«.«........ _._.»....».»..„...«.»._.«.»...»............ «....««..........................�) COMPLIANCE AND REPORTING ..„.«.....«.» COMPLIANCE_.._......»....„. .......„.„.„..».»...»....« ..... ».........«...»......»........_._».._.».»....».._......4 PRECEDENCE OF CONTRACT TERMS......»._.».......».......».».......»...»...........»..»........»_..».......... ».....«».4 EFFECTOF LECISL►T!S E CI ANCES»..._.».».».»._.„..........»....... .„.....».. ....»«.».....„.«...._..„......4 COMPLIANCE w Tru REOLIREIIE_\T5 OE SOLICITATION DOCUMENT ........_........».....» ....«_.....«... ». »..» .4 APPLICABLE CONTRACTS LAW AND VENUE FOR UISPUiES...»»..»... «...».»..»....„.... ... .„» 4 ST.tTVrts AND STAND IRDS OF GENERAL APPLICABILITY ...„....„.„..».».».......».».».».....».»»»....4 APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCAL CONTRACTS ............»».......6 CIA1L RIGHTS POLIC► AND COMPLAINTS. ........_...........„„....„.„.»....».....»...»..»._....»....»»..»7 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROV.tLS._ „..,.„....»....„........ «. 7 FUNDING OBLIGATION ....».... .....„.».»....«,•. „..„.... 66•11•6141•••••• ........... inrir 7 WIIISTI.EBLOAVER ACI PnoTECrtlov....„....„„.........»...».......»....«.»............ ......„.»..»...» 7 SERVICES..».......»..»»...»._....„._.„.....».„.».„ • „.„ ». ».. EDUCATION TO PERSONS 1N RESIDENTIAL F,ACILlTIES.».„.„..»»»..«.« ........ ...._ „....»..„.„.. ...»..»»..7 DISASTERSER VI CES..........„...».................».„.............»..»....»....»...».»...»»........».»..„.»...«.....» ».«...8 CDNSENTTO M EDICAL C•\RE OF.t{411NOR.._.._..........„.»...„....»..»„....»....» ...........«....«. 8 TELEMEDICINE( ELEPSYCUUATRY MEDICAL SER% ICES „.........................».».._.._........,»..».».».».».». 8 SERA ICES AND INFORMATION FOR PERSONS 151711 LISIITED ENGLISH PROFICIENCI . ..»».»„......».»..» 9 FUNDING . ..9 DEBTTO STATE AND CORPORATE ST ATI5 ••••••••••••••••••• ....... „..........».....».»..».»» »».».».....»....,. „..9 APPLICATION OF PAYMENT ...... .... 6....6...._...6..».«..«...»9 PAYMENT METHODS AND RESTRICTIONS.«... ....... «....«.»...»....».».».._.» ... 9 PAA'MENT MET1IODS.»....»....„.».».._.........»......».......».......».».».» .„.„.„ .»_..».„.»..» 9 INS OICEIBILLvvc SUBMISSION ...»»..».._.»......».»......„..„»....„..«..»«».»«»..»..«.».......«....».......... »..9 FINAL INA OICEIBILLING SI RMISSIO'i ....».«.«..»»............._».....»..»....»..»..».....»..»..... »..»» 10 THIRDPARTY PAYORS .».»..... „.„.......».«..»....».».»....»....».«....».«.«.««........ «....»..».......»..»....»..... ».»......10 TERMS AND CONDITIONS OFPAYMENT . ».......„.....„.„........»._»..»..„.«.»....._«. 10 PROMPTPAYMENT ......«.».»....„.....».«..........».„.»....„.»..»...».»....»....... ».».«..».„......... .»....10 P.►A'IENT HI DEPARTSIENT ...........„...._.......„....»...„..„.„..««...„.„..«..«.....«.........«..».„..»..............10 WITIIIIOLDr4CPAYMENTS »». CONFIDENTIALITY .».«.....».....»»............. ....„...»...........»..„......11 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORM.►TION .......»........_ ..»....... .... I ENCHANGEOFCLIENT-IDENTIFIINGINFORMATION ».«.».«....«.».«.».......».„............_ .....»..........»...»_11 SECURITIOF PATIENT OR CLIENT RECORDS »....»».».».».»«..„.».».»».».»..«..»..«»„..„....„.»..„....»..I 1 HIV/AIDS MODEL WORKPLACE GI General Provisions (September 1, 2015) - Applicable to Local Health Departments Only ARTICLE VIII SECTION 8.01 ARTICLE IX SECTION 9.01 ARTICLE X SECTION 10.01 SEc riot/ 10.02 SECTION 10.03 ARTICLE XI SECTION 11.01 SECTION 11.02 SECTION 11.03 SEc rioN 11.04 SECTION 11.05 SECTION 11.06 SECTION 11.07 SECTION 11.08 SECTION 11.09 ARTICLE XII SECr1ON 12.01 SECTION 12.02 SECTION 12.03 SECTION 12.04 SECTION 12.05 SECTION 12.06 ARTICLE XIII SECTION 13.01 SECTION 13.02 5ECrIoN 13.03 SECTION 13.04 SECTION 13.05 SECTION 13.06 SECTION 13.07 SECTION 13.08 SECTION 13.09 ARTICLE XIV SECr1ON 14.01 SECTION 14.02 SECTION 14.03 SECTION 14.04 SECTION 14.05 SECTION 14.06 SECTION 14.07 SECTION 14.08 SECTION 14.09 SECTION 14.10 PUBLIC INFORMATION ACT..«............................._.._................._...._......_........». ...._........ »«.12 TEXAS Pt BLIC INFORM tTIO%ACT . ..«......«....... _....._....._.12 RECORDS RETENTION._...._.._.«.«.»...._.._..__._._.«.»....«.«».».....................«..«.... ......12 RETENTION.«.«....«...»«.....O......«..._..... _...» _12 ACCESS, INSPECTION AND AUDIT OF RECORDS .» ........ ....«.«.»....»..»..... _______ ........... ....._...._t2 ACCESS AND INSPECTION . ........................»..» STATEALDITOR'sOFFICE .«..................«..........».......»............._................... ..._...._..............»............13 RESPONDING TO DEFICIENCIES ......».,«...«..«.».....«........... ».«.»»..».».»..».»........_.........._ ............._.I3 REPORTING REQUIREMENTS ..« .......«....».0.................».».».«.....».»..».«.....«.«...«.....».......».».13 CHILDADL SE REPORTING REQL I REM ENT.»....«....«.».....»...«.«...».............................._.._...,_. 13 SIGNIFICANT INCIDENTS ......_.....................»._.._...................... _.......«............. ...»«.»....... »1� LITIGATION.. ......_.._._...».................................... .. 14 CONTRACT OR LICENSE ACTION AGAINST THE CONTRACTOR ...«.........« ..........«....».«.» 14 PERFORMANCE M.►LFE 1SANCE «..».».».«.«.«. .«.««.««..».........«......». .....» ......14 CRIMIINALACTIVITY AND DISCIrL1NARYAcrioN «....«,.«.«........«.......«..«....«..... ....«.».....»».IS RETALIATIONPROIIIBITED «..».. «.»....».»......«»...,, ............. .. »_........15 DOCUMENTATION . _......._................._,......_._....«. .......IS ASSURANCES AND CERTIFICATIONS...«».»..«...«..«.».»....».»...»..»..»....«............_._._......._.....Olt. 15 CERTIFICATION..«....«..«.«.......«..».....«....................._...._...._ ._........... ..........»..._....... .»15 CIIILDSI PPORTDELrrQI EIICIES...._._...._._..........................».»..........«..... ... .««.».16 AUTHORIZATION ... ........ «.16 GIFTSAND BENEFITS PROHIBITED.....••••••••••••••••••••••••••••.•••••••••••••••••••••••• »«....««.«..«.«.............16 INELIGIBILITY TO RECW. ETIIE CONTRACT .......«.«.».....«...»....«.«..« ........._............_.. 16 ANTITRUST.be. ««......»......»......«».».«..«.«....».............«....«..«.«»........« ..... ...«....«._..17 GENERAL BUSINESS OPERATIONS OF CONTRACTOR ..... ..17 PROGRAMSITE .... ..........«.«.«.«. HISTORICALLY UNDER'. TIMED Bt SINESSES{HUBs) ...«....».»..»..»................ «.«.....»_........17 ButTEXAS_._..w.._....__._._._........_.».«._.»...._....»....._._...... _««..... «.«..«..».».«..«« «....17 STATLSOF SUBCONTRACTORS .»«....«.««..»«..»....».«.«._...._.._......_............._......_._.__._....._._._.....17 1NDErENDENTCONTRACTOR_....._ ._._ ....._.._ ........_._._.« ...».».«.«....«.........».«.«. 18 TAX LL►BILm ....«w18 NOTICE OF ORGANIZATIONAL CHANGE ...«.«.._...._..._...«._..._......................_........... _... ...........«18 NoENDORSEMENT........._.._.......W.»._._._._......._... ..... _..•_..«....«.«.«...»._.........»..........«._.«.......«.....««.18 E -VERIFY SYSTEM ...»...» .«.«.....»....«............«.«....»..........».»....»....»..».».«•.._._._._......18 GENERAL TERMS ASSIGNMENT ... 18 .....«....... «.»...........«..........»....«..... .....».«.»..».»....«....».»..«........»..........».»...............18 LOBBYING.................................«..........».«..««.«..«.«.«....«.«....«....«.«.«.« ....«....... »..«...19 CONFLICT OF INTEREST ...._.._.. _._.»._._._._._._._.......«............................ .«....«»..»...«. I9 TRANS.►CrIOVS BETWEEN RELATED PARTIES »....«.«._....................._......_..»._._........««».«. INTELLECTUALPROPERTA»._.«.«..«.«.«.«.«.«._.«._.».«..«....«.«.«.......«._.«.....«....... »...... « ...«..««..».«.20 OTHERINTANGIBLE PROPERTI .».«..«............««....»._........................_......_._...._ ..............»....21 SEVERABILITY AND AMBIGVITI ............. .... ................. »....».» ......«.».........«.». ....».««.....«..2 LEGALNOTICE«..«............_.....................»..«...._._.............» ............«.........».».» SUCCESSORS............... ............................._................._._......_...............................»_._..........»_ .2l SUR%IYAEuun OFTERNS..................._.........._..._........_._._._.._......_...................«....«.«««.2l General Provisions (September 1, 2015) Applicable to Local Health Departments Only SECTION 14.11 SECTION 14.12 SECTION 14.13 SECTION 14.14 SECTION 14.15 SECTION 14.16 SECTION 14.17 SECTION 14.18 SECTION 14.19 SECTION 14.20 SECTION 14.21 SECTION 14.22 ARTICLE XV SECTION 15.01 SECTION 15.02 SECTION 15.03 SECTION 15.04 ARTICLE XVI SECTION 16.01 SECTION 16.02 SEcrioN 16.03 ARTICLE XVII SECTION 17.01 SECTION 17.02 SECTION 17.03 SECTION 17.04 SECTION 17.05 SECTION 17.06 ARTICLE XVIII SECTION 18.01 SECTION 18.02 SEcrioN 18.03 ARTICLE XIX SECTION 19.01 SECTION 19.02 SECTION 19.03 SECTION 19.04 SECTION 19.05 CUSTOMERSER1 ICE INFORMATION ««..».«.».».._.«._.._.«.».».._...».....«.».«_««_.».»....».»».....».......»..»«2I AME,ND'1EST •••••••••••••••••••••••••••••••••••••••••••••• ......... ••••••••••••••••••• ............. .......»..........._...._...._._._....... sem 21 CONTRACTOR'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEA PERSONNEL ...._............ 21 UNILATERAL ANI ENDMENT ...........»..».».»..... «....«.».»».».....«.«....».»....»..«..«.».».».».».»»«.«..«.........21 INTERIMEXTENSION AMENDMENT ...«............«.«...........«..«..« ...«...««....«...22 1 MUNt- YNOTWAIVEn _...._._...._.._......_...._..__._._..........._................._...._....»....................»_...22 HOLD HARMLESS AND 1NDES1NIF1CATION .._...._.«......._.._....._........_.._.............._.... _...._...»...........22 WAIVER.. .» ............».».«»»...»......«..........«..»...........»...».....22 ELECTRONIC AND INFORAIATION RESOURCES ACCESSIBILITY AND S£CURlTn STANDARDS . _ ....22 FORCE MAJEIIRE.._._...._._.».».....»«..... »..«.».»....»....... «....... MN. ...... ....»......... «...... ».................... «.....»..«24 COOPERATION AND CO1L11INIC.►TIO\ .........._ ».............»._ .»...»....._._ ».. _._......».».......,»....24 INSURANCE.....»......... ».......».....».».........«_........... »._.«...».»..».......... _ ...... ..................._._.....................24 BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE ............«..« ..... 25 ACTIONS CONSTITUTING BREACH OF CONTRACT ...«..«............ «..... ««..... «....»..«.»....... «......»......»..»».....25 GENERAL REMEDIES AND SANCTIONS.........».«...«......._....»......................«..»...... NOTICEOF REMEDIES OR SANCTIONS ...»....».«.»»..» ...»»..»..»...... ... ».».»..«»..».».».«.».».».».»..«.26 E,<1ERG ENc► ACTION .».»....»....»...»..».».....»..._.».».».«.».»._...»._..... _....«..«.«.«.».».....«....»....».».»..... 26 CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE ..»».«..«.« ......................».»....»...27 BREACH OF CONTRACT CL►Itl......... ...... NOTICE.».».».»..»..«.......»»..«....» .........».»....««..«»....».»..».....«.«........«..........»...»«...27 PERFORM INCE NOT SUSPENDED ........................._.._.................. ......_...... ................._....27 TERMINATION AND TEMPORARY SUSPENSION .........»............................_._._ ....._ .__......27 EXPIRATION OF CONTRACT OR PROGRAM ATTACHMENTS ........ ..... .......... ».27 EFFECT OFTERMINATION OR EXPIRATION ..27 TERMINATION OR TEMPORARY SUSPENSION %VIT11ol1T CAUSE »....... ............. ............»........ «.....27 IIIXIEDIATETERMIN.ATION ...»...........»................................».....»..........................._......._.. 28 TERMI.N.►TION FOR CAUSE ..»..« »...« .«.«.. «...»....».«......«...«.»..».».».»..».».«.«...................« 28 NOTICEOF TERMINATION ...».......« «..«.......».».».»..»..... ».....«.»...» .» ......»....«.» .»..»..»2$ VOID, SUSPENDED AND TERMINATED CONTRACTS 28 EFFECT OF VOID, SUSPENDED. OR 1NVOLUNT.►RILY TERMINATED CONTRACT ........_........ .............28 APPEALS RIGHTS FOR DSHS FUNDED BLOCK GRANTS ..«».....«...». CLOSEOUT. CESSATION OF SERVICES AT CLOSEOUT..«....«....».«..»..........«.»......».......«.».....« ...�.»..«.»._._.28 ADMINISTKATIVEOFFSET ».....».»»..».».»...».....».»....».».».....«....»..».».....» ......»....».......24 DEADLINE FOR CLOSEOUT ..».....»....«...........»«..«..........«.. ............ 29 PAI ME\T OF REFUNDS .»....«..«»..».... .».».».».».«.«.».».....»».».»..».»....«.....».».».».».».».»..««24 DISALLOWANCES AND ADJUSTMENTS .»« ....».. ...........».... 29 General Provisions (September 1, 2015) Applicable to Local Health Departments Only 3 ARTICLE I CONTRACT COMPONENTS Section 1.01 Contract Components. As used in herein, the "Contract" consists of the following documents: a. The Contract, including any applicable Program Attachment(s); The Department of State Health Services Fiscal Year 2016 General Provisions (General Provisions) and if applicable; c. The solicitation document, if applicable; and d. The response, proposal or application submitted by Contractor in response to the solicitation document, if applicable. Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract component document, the conflict shall be resolved in the above order of priority in Section 1.01. ARTICLE II COMPLIANCE AND REPORTING Section 2.01 Compliance. Contractor shall comply and require hs subcontractor(s) to comply with the requirements of these general provisions and all other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders including as such statutes, regulations, rules and executive orders may be amended. Section 2.02 Precedence of Contract Terms. To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract shall take precedence and control. Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from Department of State Health Services (DSHS or Department) Contractor shall comply with any changes to the term of the contract include in its contracts that are a result of legislation during the term of this Contract. Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as specified in these General Provisions or the Contract's terms, the Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract and may result in termination. Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and provided for in the Contract and in these General Provisions. Except as otherwise provided for in this Contract or General Provisions, the Contractor shall submit reports to the assigned contract manager. Contractor shall also provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the contract or upon request may constitute a breach of contract, result in delayed payment and/or the imposition of sanctions and remedies. And failure to comply with a reporting requirement may adversely affect evaluation of Contractor's ability to contract in the future with the Department. Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article XV, all issues related to this contract, including formation, performance and interpretation that may arise in any dispute between the Parties, shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be in Travis County, Texas. Section 2.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable General Provisions (September I, 2015) - Applicable to Local Health Departments Only 4 to Contractor, Contractor shall comply with the following: a. Statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1. Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2. Title IX of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3. Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4. Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5. Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (bx 1); 7) 45 CFR Parts 80, 84, 86 and 91; 7. U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 8. Tex. Labor Code Chapter 21; 9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); 10. Executive Order 13279, 45 CFR. Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 11. Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 12. Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records; 13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and 14. DSHS Policy AA -50I8, Non-discrimination Policy for DSHS Programs; b. Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Law113-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c. Pro -Children Act of 1994, 20 USC §§ 6081-6084, and the Pro -Children Act of 2001, 20 USC § 7183, regarding the non-use of all tobacco products; d. National Research Service Award Act of 1971, 42 USC §§ 289a -I et seq., and 6601 (P.L. 93-348 and P.L. 103-43), regarding human subjects involved in research; e. Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose employment is funded with federal funds; f. Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with disabilities; h. Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; i. The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; j. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k. Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; I. Environmental standards pursuant to the following: 1. Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" General Provisions (September 1, 2015) Applicable to Local Health Departments Only 5 2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3. Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 2695 I and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5. Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; 7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; 8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10. Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain river systems; and m. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; n. Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq; o. Titles 11 and 111 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of, 42 USC §§4601 et seq (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; p. Davis -Bacon Act, 40 USC §§ 3141-3148; q. Copeland Act, 40 USC §§ 276c and 18 USC § 874; r. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for federally -assisted construction subagreements; s. National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSHS in complying with the Acts; t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); u. Executive Order 13513 (Oct. 1, 2009), Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of this Contract; v. Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and w. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. a. The following sections or portions of sections of these General Provisions shall not apply to interagency Cooperation Contracts (Texas Government Code 771) or Interlocal Cooperation Contracts (Texas Government Code Chapter 791): 1. Hold Harmless and Indemnification, Section 14.17; 2. Independent Contractor, Section 13.05; 3. Historically Underutilized Businesses (HUBs), Section 13.02 (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity; 4. Debt to State and Corporate Status, Section 4.01; General Provisions (September 1, 2015) Applicable to Local Health Departments Only 6 5. Application of Payment Due, Section 4.02; and 6. Article XVI Claims against the Department. b. The following additional provisions shall apply to Interlocal Cooperation Contracts: I. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and 2. Each Party represents that it has been authorized to enter into this Contract. Section 2.09 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten calendar days after Contractor's receipt of the claim. Notice must be directed to: Civil Rights Office Health and Human Services Commission 701 W. 51' Street, Mail Code W206 Austin, Texas 78751 (888) 388-6332 or 512-438-4313 TTY Toll-free (877) 432-7232 111ISCI ilRightsOlrcefhhhsc.statc.tx.us Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non -renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 2.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction shall include instructions and detailed information on how DSHS shall fund the services and/or goods to be procured with the restricted or reduced funds. Section 2.12 Whistleblower Act Protection. This Contract is required to include the Whistleblower Protection Acts (See Section 2.07(v)) protections to grantees, their subgrantees and subcontractors, and contractor must inform their employees of whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts, subgrants, and subcontractors issued beginning July 1, 2013 through January 1, 2017. ARTICLE 111 SERVICES Section 3.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department -licensed and/or -funded residential facilities and are 22 years of age or younger, have access to educational services as required by Texas Education Code § 29.012. General Provisions (September 1, 2015) — Applicable to Local Health Departments Only 7 Contractor shall notify the local education agency or local early intervention program as prescribed by this Section not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Contractor's residential facility. Section 3.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g. Patient evacuation; h. 1n -hospital care and hospital facility status; i. Food, drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; I. Public health information; m. Vector control and veterinary services; and n. Victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, in the most cost-effective, and least intrusive manner to Contractor's primary services. Section 3.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Texas Family Code Chapter 32 relating to consent to treatment of a child by a non -parent or the child or other state law. If requirements of federal law relating to consent directly conflict with this Chapter, then federal law supersedes state law. Section 3.04 Telemedicine/Telepsychiatry Medical Services. if applicable, the Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and General Provisions (September 1, 2015) - Applicable to Local Health Departments Only 8 i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 TAC Rule § 448.911. Section 3.05 Services and Information for Persons with Limited English Proficiency. a. Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. b. Contractor shall identify and document on the client records the primary language/dialect ofa client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services ofa translator or interpreter. c. Contractor shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. a. Pursuant to Texas Government Code § 403.055, the Department shall not approve and Texas Comptroller of Public Accounts shall not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. b. Contractor, ifa corporation, certifies by execution of this Contract that it is current and shall remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor further certifies that it is and shall remain in good standing with the Secretary of State's office. c. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 4.02 Application or Payment Due. Contractor agrees that any payments due under this Contract shall be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the payment method is based on a unit rate (Fixed price or a specified) or fee for service (delivery ofa specified unit of service) as stated in the Contract. Section 5.02 Invoice/Billing Submission. General Provisions (September 1, 2015) Applicable to Local Health Departments Only 9 a. Contractor shall bill the Department in accordance with the Contract in the form and format prescribed by DSHS. If applicable, the Contractor must submit of all required documentation, reports, forms and or deliverables in order to receive payment from the Department. b. Unless otherwise specified in the Contract or permitted under the Third Party Payors (See Section 5.04 below), Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. c. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 5.03 Final InvoiceBilling Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following the end of the term of the Contract. Section 5.04 Third Party Payors. Except as provided in this Contract, Contractor shall screen all clients and may not bill the Department for services eligible for reimbursement from third party payors, who are any person or entity who has the Iegal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Contractor shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and g. Provide third party billing functions at no cost to the client. ARTICLE VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and'or product has been authorized by the Department and performed or provided pursuant to this Contract. if these conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act (Texas Government Code Chapter 2251). Contractor acknowledges and agrees that it shall comply with the provisions in the Texas Prompt Payment Act regarding its prompt payment of its financial obligations to its subcontractors. Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance nor foreclose the right of the Department and HHSC to recover excessive or illegal payments. All invoices and Contractor's performance are subject to review and audit by the Department. General Provisions (September 1, 2015) Applicable to Local Health Departments Only 10 Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment from funds due to the Contractor for services performed or goods delivered in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI) and any other information that discloses confidential personal information or identifies any client served by DSHS in accordance with any applicable federal and state law, rules and regulations, including but not limited to: a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611 and 773; c. Texas Occupations Code, Chapters 56 and 159; and d. Any other applicable federal and state laws, rules or regulations. The HHS Data Use Agreement, executed by the Parties, is incorporated as part of the Contract and describes Contractor's rights and obligations with respect to the Confidential Information and the limited purposes, for which the Contractor may create, receive, maintain, use, disclose or have access to Confidential Information. Section 7.02 Department Access to P11! and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other confidential information under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and 25 TAC Chapter 414, Subchapter A or any other applicable federal or state laws, rules or regulations. Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Texas Health and Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract or a Contract to General Provisions (September 1, 2015) this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Contract to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIVAIDS (human immunodeficiency virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for Businesses, State Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. A link to the Model Workplace Guidelines can be found at: hum w%M..dshs.statc.tx.usf hivstd policy policics.slum . ARTICLE VIII PUBLIC INFORMATION ACT Section 8.01 Texas Public Information Act. The Contractor understands that DSHS shall comply with the Texas Public Information Act (Texas Government Code Chapter 552). If the Contractor is not a state agency, institution of higher education or other governmental entity, then the Contractor is required to make any information created or exchanged with the state pursuant to a contract, which is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE IX RECORDS RETENTION Section 9.01 Retention. a. Contractor shall retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall maintain all records, including but not limited to financial that are generated or collected by Contractor under the provisions of this Contract for a period of four years after the termination of this Contract. b. lithe federal retention period for services are funded through Medicaid is more than four years, then the Contractor will retain the records for longer period of time. c. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. d. Contractor shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and regulations governing medical information. e. Contractor shall include this provision concerning records retention in any subcontract it awards. f. Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. g. Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to this Contract. ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS General Provisions (September 1, 2015) 12 Section 10.01 Access and Inspection. In addition to any right of access arising by operation of law, Contractor and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (010) and the State Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If deemed necessary by the Department or the 010, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards. Section 10.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds shall apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection, program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to document and resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non -Compliance (See Article XV). ARTICLE XI REPORTING REQUIREMENTS Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); b. Family Planning; c. Primary Health Care; d. Maternal and Child Health; and e. Women, Infants and Children (WIC) Nutrition Services. All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. General Provisions (September 1, 201 S) 13 Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.Lx.us/childabusereportine as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. This section is in addition to and does not supersede any other legal obligation of the Contractor to report child abuse. Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Contract significant incidents involving substantial disruption of Contractor's program operation or affecting or potentially affecting the health, safety or welfare of Department funded clients or participants within 72 hours of discovery. Section 11.03 Litigation. Contractor shall notify the contract manager assigned to this Contract of litigation related to or affecting this Contract and to which Contractor is a party within seven calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, which includes but is not limited to environmental and civil rights matters, professional liability and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 11.04 Contract or License Action Against the Contractor. Contractor shall notify the contract manager assigned to the contract if Contractor has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three working days of the suspension or termination. Such notification must include the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. If Contractor has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three working days of the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one- page description that includes the. a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Contract of Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three working days of the date of determination that Contractor is insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or TWC. The Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy protection within three working days of such action by Contractor. Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three working days from the date that Contractor has General Provisions (September 1, 201 S) 14 knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act (31 U.S.C. §§3729-3733) or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at httn:/tsao.fraud_statc.tx.us, and to the HHS Office of Inspector General at httn: www.oik.hhs.eovfraud'hotline/ no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 11.07 Criminal Activity and Disciplinary Action. a. Contractor affirms that Contract nor any no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. b. Contractor shall report in writing the contract manager assigned to the Contract, no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place, if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that: 1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor; 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority; c. Has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by DSHS. Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation af, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 11.09 Documentation. Contractor shall maintain appropriate documentation of all notices and reporting to DSHS as required under these General Provisions or this Contract. ARTICLE XII ASSURANCES AND CERTIFICATIONS Section 12.01 Certification. Contractor certifies by execution of this Contract to the following and will include such in all of its subcontracts: a. It is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance programs; b. Neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR. Parts 376 and 180 (parts A-1), 45 CFR Part 76 (or comparable federal regulations); General Provisions (September 1, 2015) 15 c. It has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d. It is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e. It is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f. That no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant; g. Neither it, nor its principals have within the three year period preceding this Contract, has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or public transaction, violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid -rigging), or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h. Neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with the commission of any of the offenses in subsection (g) above; and i. Neither it, nor its principals within a three year period preceding this Contract has had one or more public transaction (federal, state or local) terminated for cause or default. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Contract. Also, if Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Contract. Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child support obligor who is more than 30 calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract to provide property materials, or services or receive a state - funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and if applicable, a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 12.04 Gilts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 12.05 Ineligibility to Receive the Contract. General Provisions (September 1, 2015) 16 a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor k ineligible to enter into this Contract with the Department if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor nor its employees nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document associated with this Contract. b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to enter into this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005. c. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce Code § 15.01, et seq. Contractor certifies that neither Contractor nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 13.0I Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building, health, fire and safety standards. Section 13.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Texas Government Code Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBs at http: www.window.statc.h.us procurcmcnllproe/hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed changes shall be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 156 day of each month for the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c). Section 13.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Texas Government Code § 2155.4441. Section 13.04 Status or Subcontractors. Contractor shall require that all subcontractors certify that they General Provisions (September 1, 2015) 17 are/have: a. In good standing with all state and federal funding and regulatory agencies; b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs; c. Not delinquent on any repayment agreements; d. Not had a required license or certification revoked; e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and f. Not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three years any license issued by the Department. Section 13.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents shall not be eligible for unemployment compensation from the Department or the State of Texas. Section 13.06 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract shall be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department shall not enter into a contract with Contractor for three years from the date of termination. Section 13.07 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Contract within 10 business days of any change to Contractor's name, contact information, key personnel, organizational structure, such as merger, acquisition or change in form of business, legal standing or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the amendment provisions in Article XIII. Section 13.08 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS and from using the Department's name, logo or website link in any manner that is intended or that could be perceived as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization, program, services or product, without the express written consent of DSHS. Section 13.09 E -Verify System. By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security's E - Verify system to determine the eligibility of: a. All persons employed to perform duties within Texas, during the term of the Contract; and b. All persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Contract, within the United States of America. ARTICLE XIV GENERAL TERMS Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this General Provisions (September I, 2015) 18 Contract without the prior written consent of the Department. Section 14.02 Lobbying. a. Contractor shall comply with Texas Government Code § 556.0055, which prohibits contractors who receive state finds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an officer or employee of -Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). b. If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of -Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or shall be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. c. Contractor shall file the declaration, certification, and disclosure: 1. At the time of application for this Contract; 2. Upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and 3. At the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Contract. Contractor shall include this provision in any subcontracts. Section 14.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family) or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. lf, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Contract within 10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when the subcontractor becomes aware of the actual or potential conflict of interest. General Provisions (September 1, 2015) 19 Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall submit to the contract manager assigned to the Contract the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party shall perform under this Contract. Contractor shall comply with Texas Government Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR § 74.42. Section 14.05 Intellectual Property. a. Texas Flealth and Safety Code § 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. "Intellectual property" is created property that may be protected under copyright, patent, or trademark/service mark law. b. For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSHS use is a "work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSHS, or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. c. DSHS has the right to obtain and hold in its name any and all patents, copyrights, registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes: i . Copyright in any intellectual property developed under this Contract including any subcontract; and 2. Any rights of copyright to which a Contractor purchases ownership with contract funds. d. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds General Provisions (September 1, 2015) 20 e. If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Contract. Section 14.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs or software licenses with a value of $500 or more. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of this Contract. Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions shall continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 14.08 Legal Notice. Except as otherwise provided in this Contract or General Provisions, any notice required or permitted to be given by the provisions of this Contract or General Provisions shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 14.10 Survivability of Terms. Termination or expiration of this Contract or a Contract for any reason shall not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed shall survive any such termination or expiration or remain to be performed, including but not limited to maintaining confidentiality of information and records retention. Section 14.I1 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Texas Government Code Chapter 21 14 regarding Customer Service surveys. Section 14.12 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties. If a Contractor requests an amendment, it must be submitted in writing and include a justification for the request, to the contract manager assigned to the Contract. Section 14.13 Contractor's Notification of Change of Contact Person or Key Personnel. Within ten calendar days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Contractor's Contact Personnel or Key Personnel, if included in their response to a solicitation document. Section 14.14 Unilateral Amendment. The Department reserves the right to amend this Contract through execution of a unilateral amendment signed by the contract manager for this Contract and provided to the Contractor with ten days notice prior to execution of the amendment under the following circumstances to: a. Correct an obvious clerical error in this Contract; b. Incorporate new or revised federal or state laws, regulations, rules or policies; and General Provisions (September 1, 2015) 11 c. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas Secretary of State. Section 14.15 Interim Extension Amendment. a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. DSHS/HHSC shall provide written notice of interim extension amendment to the Contractor under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor, or 2. To ensure that services are provided to clients without interruption. c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Contractor will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)(I) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. I An interim extension under Section (b)(2) above shall be a one-time extension for a period of time determined by HHS DSHS. Section 14.16 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 14.17 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 14.18 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract shall not constitute a waiver of either party's rights under this Contract. Section 14.19 Electronic and Information Resources Accessibility and Security Standards. a. Applicability. The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Contractor performs services that include EIR that DSHS employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients atter completion of the Agreement. General Provisions (September I, 2015) Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions. For purposes of this Section: "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. "Product" means information resources technology that is, or is related to, EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume I Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, DSHS must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Contractor must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation, Testing, and Monitoring. 1. DSHS may review, test, evaluate and monitor Contractor's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. Contractor agrees to cooperate fully and provide DSHS and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties. 1. Contractor represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and General Provisions (September 1, 2015) 23 ii. If the Products will be in the custody of the state or a DSHS client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless DSHS or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. In the event Contractor becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Contractor represents and warrants that it will, in a timely manner and at no cost to DSHS, perform all necessary steps to satisfy the Accessibility Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. 4. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies. 1. Under Tex. Gov't Code § 2054.465, neither the Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Contractor's representations and warranties, Contractor will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which DSHS may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which DSHS may be entitled under this Contract and other applicable law. Section 14.20 Force Majeure. Neither Party shall be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order or acts of God. The existence of any such cause of delay or failure shall extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other party as soon as practicable. This Party must also submit written notice with proof of receipt of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 14.21 Cooperation and Communication. Contractor shall cooperate with Department staff and as applicable, other DSHS contractors and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. Section 14.22 Insurance. Contractor shall acquire and maintain for the duration of this Contract, insurance and with financially sound and reputable insurers licensed by the Texas Department of insurance, in the type and amount customarily carried within the Contractor's industry or profession. Contractor must submit evidence of insurance as required under this Contract, including if requested a schedule of coverage or "underwriter's schedules" establishing to the satisfaction of DSHS the nature and extent of coverage granted by each such policy upon request by DSHS. In the event that any policy is determined to be deficient to comply with the terms of this Contract, Contractor shall General Provisions (September 1, 2015) ?4 secure such additional policies or coverage as DSHS may reasonably request or that are required by law or regulation. ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a. Failure to properly provide the services and. or goods purchased under this Contract; b. Failure to comply with any provision of this Contract including failure to comply with all applicable statutes, rules or regulations; c. Failure to pay refunds or penalties owed to the Department; d. Failure to comply with a repayment agreement with Department or agreed order issued by the Department; e. Discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; f. Any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or g. Contractor is on or is added to the Excluded Parties List System (EPLS). Section 15.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. Additionally, HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and shall determine remedies or sanctions on a case-by-case basis if Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a. Terminate this Contract by one of means provided in Article XVII. If applicable, notify Contractor of the opportunity to request a hearing on the termination pursuant to Texas Government Code Chapter 2105 regarding administration of Block Grants; b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily discontinue performance of all or a part of the Contract as provided for in Article XVII; as of the effective date of the suspension pending DSHS's determination to terminate, amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed during suspension, unless expressly authorized by the notice of suspension; c. Use as a basis to deny additional or enter into future contracts with Contractor, d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e. Permanently withhold cash payments by retaining funds billed by Contractor; f. Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; g. Declare this Contract void upon the Department's determination that this Contract was obtained Fraudulently, or was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; General Provisions (September 1, 2015) 25 h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed sanctions are pending resolution; i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for reasons such as payments are not supported by proper documentation or failure to comply with Contract terms; j. Pursue a claim for damages as a result of breach of contract; k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant, if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; 1. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; m. Reduce the Contract term; n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not supported by proper documentation, improper billing or failure to comply with Contract terms; and o. Impose any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or rule. Section 15.03 Notice of Remedies or Sanctions. a. Department shall formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction, the reasons for imposing them, the corrective actions, if any, that must be taken before the actions shall be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. b. Other than in the case of repayment or recoupment, Contractor is required to file, within 15 calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. c. If requested by the Department, the written response must state how Contractor shall correct the noncompliance by agreeing to a corrective action plan or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanctions. If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's final decision. d. if required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the plan approved by DSHS. if DSHS determines that repayment is warranted, DSHS shall issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS shall recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 15.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. General Provisions (September I, 2015) 25 Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case- by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE Section 16.01 Breach of Contract Claim. The process For a breach of contract claim against the DSHS provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC §§4.11-424 or as amended by DSHS, shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 16.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260 and 25 TAC or as amended. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being invoked and comply with all the requirements in this Chapter and TAC. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Section 16.03 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a notice of claim filed by the Contractor constitutes grounds for the suspension in whole or part of performance by Contractor. ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION Section 17.0I Expiration of Contract or Program Attachments. a. Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Contract or Program Attachment shall end upon the expiration date of that Contract or Program Attachment unless extended or renewed by written amendment. b. Prior to completion of the term of all Contracts or Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article and in the Contract. c. A Program Attachment's term cannot extend past the Contract term in its associated Contract. Section 17.02 Effect of Termination or Expiration. a. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable to DSHS or another entity designated by DSHS. b. Upon termination of all or part of this Contract, Department and Contractor shall be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. c. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. Section 17.03 Termination or Temporary Suspension Without Cause. General Provisions (September 1, 2015) 27 a. Either Party may terminate this Contract or Program Attachment, as applicable with at least 30 calendar days prior written notice to the nonterminating Party. b. if Contractor seeks to terminate a Contract that involves residential client services, Contractor shall give the Department at least 90 calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. c. The Parties can agree to terminate by mutual agreement. DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC agencies, amendments to the Appropriations Act, health and human services consolidations or any other disruption of current appropriated funding for this Contractor Program Attachment. Contractor shall be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor will discontinue performance under the Contract as of the effective date or the suspension for the duration of the suspension. Section 17.04 Immediate Termination. Department may immediately terminate this Contract or Program Attachment, as applicable, when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 17.05 Termination For Cause. Department may terminate this Contract, in whole or in part, for breach of contract by providing 10 calendar days written notice to Contractor. Section 17.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. Notice of termination is effective when it is received by the non -terminating party. ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS Section 18.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 18.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, is suspended or is terminated for cause is not eligible for any renewal or increase of funding for an existing contract or new contracts or renewals until in the case of suspension or termination the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void any amount paid to the Contractor is subject to recoupment by DSHS. Section 18.03 Appeals Rights for DSHS Funded Block Grants. Pursuant to Texas Government Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Texas Government Code Chapter 2001. ARTICLE XIX CLOSEOUT Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or Program Attachment, as applicable, Contractor shall stop providing services or the delivery of goods under this Contract and if necessary, shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. General Provisions (September 1, 2015) 28 Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration of Contract or Program Attachment. Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against any invoice submitted for payment. Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within 45 calendar days after the Contract or Program Attachment, if applicable, has terminated. Section 19.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and shall result in a refund due, which Contractor shall pay within the time period established by the Department. Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to retum any funds due as a result of later refunds, corrections or other transactions. General Provisions (September 1, 2015) 29 ARTICLE XX ARTICLE XXI Section 21.01 Section 21.02 Section 21.03 Section 21.04 Section 21.05 Section 21.06 Section 21.07 2016 FEDERAL GRANT SUBREC[PIENT ADDITIONAL PROVISIONS DSHS GENERAL PROVISIONS ._,,.,31 PROGRAM OPERATIONS .............,..� ,,.._._,....,, Client Financial Eligibility. 31 31 Contracts with Subrecipient and Vendor Subcontractors.. ;,_.,,,,__,..,,,.,,.. m,„ 31 Incorporation of Terms in Subrecipient Subcontracts n.,., 31 Quality Management. . 44-44-,9.,......,..,.9.,,..,, 32 Contractor's Notification of Change to Certain Contract Provisions. ._.,..,,.,,,,......» 32 Responsibilities and Restrictions Concerning Governing Body. Officers and Employees. ,. 32 Direct Operation. ARTICLEXXII PROGRAM EQLIPMENTAND SUPPLIES _ Section 22.01 Section 22.02 Section 22.03 Section 22.04 Section 22.05 Equipment. EquipmentList......................M1,,,..,........,.., Supplies. 4-44-999-1 41-14.9 .,..33 .,.44-91,.»,.......»,,,,,,, ,,,,,,,,»»„»,,....,,..49 44-,.,,,,944911.494-4-4-4-4-.,. 33 Property Inventory and Protection of Assets. 4-1-49 Assets u Collateral Prohibited. .............. . .. ., ARTICLE XXIII PROGRAM FUNDS AND PAYMENTS Section 23.01 Section 23.02 Section 23.03 Section 23.04 Section 23.05 Section 2.3.06 Section 23.07 Section 23.08 Section 23.09 Section 23.10 Use of Funds......... 1 IA . 33 33 34 34 444,.94 34 »........... . ... .. 34 34 Use for Match Prohibited.. 34 Program Income. __.......... 4...,..,.4.1-491. 35 Nonsupplaating.....,, .,..._ — ,. 35 Payment Methods .. ,...,....., . ,.,..,. 35 Financial Status Reports (FSRs). 35 Working Capital Advance. »_. 44-44- 4444 ». » ...„ 35 Condition Precedent to Requesting Payment. 36 Management and Control Systems. ......... ......... ....,.,.,,,., 36 Effect of Grant Close Out. 9-4 ...»» 4-4-4-4- _4-444-... 36 G i3 IDiAr RIAS 11E.S S AND AUDIT REQU IREMENTS . ,. ,. , ...,_ 4-»444,,.»4.4..9,.94. ,, 36 30 Section 14.01 Allowable Costs , , , ., „...— — 36 Section 24.02 Property Acquisitions , , . 37 Section 24.03 Cost Allocation Plan. . ,,, . . ........... ,,, . ,, .. ......... . 38 Section 11.04 OvertinteCompenintion. , _ „. _ 38 Section 24.05 Independent Single or Progrom-Specific Audit. . --. r. +-I, • Fe 4, 38 Section 24.06 Submission of Audit 39 ARTICLE XXV INSURANCE AND BONDS 39 Section 25.01 Insurance. .—...... 444•4 1-9,-1 .1.4 i-1 1-99 , , 39 Section 25.02 Fidelity Bond 1 414 .141 44-1-14 • .69-I—.-94 .1...9i. -.1. F 40 Section 25.03 Liability Co% erne 40 ARTICLE XXVI TERMINATION. BANKRUPTC1 AND CLOSEOUT — —,-- . Section 26.01 Final BudgeL i 4 . I 9 40 Section 26.02 Bankruptcy. 4 r 9 9 9 p y y- 40 Section 26.03 Title to Property. .11 Section 26.04 Disposition of Property . 41 Section 26.05 Closeout of Equipment 4-41-,44-11-1-9 1 -Y -Y-1-1,9114 I FY . Y4 4.4444-1.1-1-1-94.6 14 4411.....91-14; 41 ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS 41 General Provisions (September 1, 2015) 31 ARTICLE XX DSHS GENERAL PROVISIONS In addition to the terms and conditions in the Department of State Health Services (DSHS or Department) FY 2016 General Provisions (General Provisions), Contractor agrees to comply with these 2016 Federal Grant Subrecipient Additional Provisions. ARTICLE XXI PROGRAM OPERATIONS Section 21.01 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 21.02 Contracts with Subrecipient and Vendor Subcontractors. a. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in the Contract or Program Attachment(s). b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor shall obtain written approval from DSHS. c. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. d. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. e. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statures, rules, and regulations and by the provisions of this Contract. f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the following: I. Name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services 10 be provided; 3. Measurable method and rate of payment and total not -to -exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. g. Contractor is responsible to DSHS for the performance of any subcontractor. h. Contractor shall not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be ineligible under the Sections 12.05, 14.03 and 14.04 of the General Provisions. Section 21.03 Incorporation of Terms in Subrecipient Subcontracts. a. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontractor): 1. Assurances and Certifications in Article Xll of the General Provisions; 2. Sections 14.03 and 14.04 of the General Provisions; and Subrecipient General Provisions (September I, 2015) 31 3. A provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with Article X of the General Provisions; b. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. c. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. d. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. e. If a subcontractor is unable to certify (or status changes during contract term) to any of the statements in Sections 14.03 and 14.04, or any of the certifications stated in Article X11 of the General Provisions, Contractor shall submit an explanation to the contract manager assigned to the Contract. Section 21.04 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 21.05 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a. Cumulative budget transfers that do not exceed 25% among direct cost categories, other than the equipment category, of Tess than $100,000, provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); and b. Change in Contractor's share of the budget concerning non-DSHS funding other than program income and match, regardless of the amount of the change, provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section, but the contract will not be amended. Section 21.06 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. a. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c) (3) organizations as defined in the Internal Revenue Service Code as not- for-profit organizations. b. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through Subrecipient General Provisions (September 1, 2015) 32 self-evaluation and Department's monitoring processes. Contractor's governing body shall ensure separation of powers, duties, and functions of governing body members and staff. c. No member of Contractor's governing body, or officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status deny person related within the second degree of affinity or the third degree of consanguinity (as defined in Texas Government Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Section 21.07 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of n Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES Section 22.01 Equipment. Equipment means tangible personal property having a useful lifetime of more than one year and a per-unit acquisition cost that exceeds the lesser of the capitalization level established by the of $5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form. Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment, Requests to purchase previously approved equipment after the first quarter in the Program Attachment must be submitted to the contract manager assigned to this Contract. Section 22.02 Equipment List. a. All items of equipment to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. The equipment list must include: I. Description of the property; 2. Serial number or other identification number; 3. Source of funding for the property (including the Federal Assistance Identification Number); 4. Who holds title, 5. Acquisition date and cost of the property; 6. Percentage of Federal participation in the project costs for the Federal award under which the property was acquired; 7. Location use and condition of the property; and 8. Any ultimate disposition data including the date of disposal and sale price of property. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. b. Contractor shall submit to the contract manager assigned to this Contact, a written description including complete product specifications and need justification prior to purchasing any item of Subrecipient General Provisions (September 1, 2015) 33 unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment. Section 22.03 Supplies. a. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. b. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000, which includes desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment are also considered Supplies. c. Prior approval by DSHS of the purchase of Controlled Assets is not required, but such purchases must be reported on the Contractors Property Inventory Form as detailed under Section 22.04. Section 22.04 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in Section 14.06 of the General Provisions and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 191' of each year. The report is located on the DSHS website at: littn://www.dslis.state.tx.us 'con frac tslforms.shtm . Contractor shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 22.05 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XXIII PROGRAM FUNDS AND PAYMENTS Section 23.01 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 23.02 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Subrecipient General Provisions (September 1, 2015) 34 Section 23.03 Program Income. a. Gross income directly generated from Department funds through a project or activity performed under a Contract andor earned only as a result of this Contract during its term is considered program income. b. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in the Uniform Grant Management Standards, for the use of program income to further the program objectives of the state or federal statute that provided the authority of this Contract or its Program Attachment, and Contractor shall spend the program income on the same Project Attachment or Statement of Work project under which it was generated. c. Contractor shall identify and report this income in accordance with Article IX of these General Provisions and the provisions in the Contract or its Program Attachment(s). d. Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. e. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes and under the conditions specified in this Contract. Section 23.04 Nonsuppinnting. Contractor shall not use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. Section 23.05 Payment Methods. Section 5.01 of the General Provisions is replaced with the following: Except as otherwise provided by the provisions of this Contract or its Program Attachment(s), the payment method for it will be cost reimbursement. This payment method is based on an approved budget in this Contract or its Program Attachment(s) and acceptable submission of a request for reimbursement. Section 23.06 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Contract term for Department review and financial assessment. Contractor shall submit the final FSR no later than 45 calendar days following the end of the Contract term. Section 23.07 Working Capital Advance. If necessary, Wallowed by law, and if permitted at DSHS sole discretion, Contractor's requests for an advance of funds shall be limited to the minimum amount needed for effective accomplishment of the Project under this Contract, and shall be timed as closely as possible to actual cash requirements. Contractor Subrecipient General Provisions (September 1, 2015) 35 shall establish procedures to minimize the time elapsing between the transfer of funds from DSHS to Contractor, and shall ensure that such funds are disbursed as soon as administratively possible. Section 23.08 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 23.09 Management and Control Systems. a. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. b. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS. Those requirements and procedures include, at a minimum, the following: 1. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; 2. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Program Attachment and are traceable from the transaction to the general ledger, 3. Effective internal and budgetary controls; 4. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; 5. Timely and appropriate audits and resolution of any findings, 6. Billing and collection policies; and 7. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 23.10 Effect of Grant Close Out. Contractor must submit all requests for reimbursement prior to the date of the closure of the grant. DSI -IS may reject any request for reimbursement submitted after closure of the grant. ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 24.01 Allowable Costs. a. Except as provided by Section 23.06, DSHS will reimburse Contractor for services satisfactorily performed, and sufficiently documented for allowable costs. b. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. c. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. Subrecipient General Provisions (September 1, 2015) 36 d. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within 30 calendar days of the date of this written notice. e. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s) are not submitted by the due dale(s). DSHS may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obl igations. Applicable Cost principles, Audit requirements and Administrative Requirements Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments OMB Circular A-87 (2 CFR, Part 225) OMB Circular A-133 and UGMS UGMS, OMB Circular A-IO2, and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 (2 CFR, Part 220) OMB Circular A -I33 OMB Circular A-110 (2 CFR, Pail 215) and applicable Federal awarding agency common rule; and UGMS, as applicable Non -Profit Organizations OMB Circular A -I22 (2 CFR, Part 230) OMB Circular A -I33 and UGMS UGMS; OM13 Circular A-110 (2 CFR, Part 215) and applicable Federal awarding agency common rule For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency OMB Circular A- 133 and UGMS UGMS and applicable Federal awarding agency common rule A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at httn:f`w•ww.dshs.state.tx.usi contracts:`links.shtm OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. The Contract will specify appropriate grant guidance. Section 24.02 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Subrecipient General Provisions (September 1, 2015) 37 Section 24.03 Cost Allocation Plan. a. Contractor shall implement and follow the applicable Cost Allocation Plan. b. Contractor shall submit a Cost Allocation Plan on the format provided by DSHS to the Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to: coscan(Rdslis.state.tx.us no later than the 60th calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. If Contractor's plan is the same as the plan previously submitted to DSHS, by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. c. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the effective date of the change. Section 24.04 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: a. With the prior written approval of DSHS; b. Temporarily, in the case of an emergency or an occasional operational bottleneck; c. When employees are performing indirect functions, such as administration, maintenance, or accounting; d. In performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or e. When lower overall cost to DSHS will result. Section 24.05 Independent Single or Program -Specific Audit. a. If Contractor within Contractor's fiscal year expends a total amount of at least $750,000 in federal funds awarded, Contractor shall have a single audit or program -specific audit in accordance with the 2 CFR § 200.501. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. b. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. c. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in 2 CFR § 200.501 or UGMS, as applicable, for their program -specific audits. d. The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. e. if Contractor fails to complete the Single Audit Status Form within 30 calendar days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non- compliance with this Contract. Subrecipient General Provisions (September 1, 2015) 38 f. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. g• Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state governmental entity, shall competitively re -procure independent single audit services at least every six years. Section 24.06 Submission of Audit. Within thirty (30) calendar days of receipt of the audit reports required by the independent Single or Program- Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses: Department of State Health Services Contract Oversight and Support, Mail Code 1326 P.O. Box 149347 Austin, Texas 78714-9347 Health and Human Services Commission Office of Inspector General Compliance/Audit, Mail Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 Electronic submission to DSHS should be addressed as follows. COSContractAdmin istrat ion ri dslis.staie.tx.us Electronic submission to HHSC should be addressed as follows: Qucenalt.Tcamah a hhsc.state.tx.us If Contractor fails to submit the audit report as required by the Independent Single or Program -Specific Audit section within thirty (30) calendar days of receipt by Contractor of an audit report, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE XXV INSURANCE AND BONDS Section 25.01 Insurance. In addition to the Insurance provision in Section 14.22 of the General Provisions, Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager assigned to this Contract within 5 business days of learning of the loss, to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Subrecipient General Provisions (September 1, 2015) 39 Section 25.02 Fidelity Bond. a. For the benefit of DSHS, Contractor is required to cavy a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. b. The fidelity bond or insurance must provide for indemnification of losses occasioned by any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. c. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 25.03 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization (collectively "responsible persons"). This section applies to entities that are organized as non-profit corporations under the Texas Non -Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT Section 26.01 Final Budget Contractor shall submit an actual Budget to DSHS no later than sixty (60) days after the contract termination date or at the conclusion of all contract activities, whichever occurs first. The Budget shall be in a format prescribed by DSHS and shall be accompanied by a report of all activities performed under this Contract. Section 26.02 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies in possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that the property, equipment and supplies be returned to DSHS. Subrecipient General Provisions (September 1, 2015) 40 Section 26.03 Tide to Property. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 26.04 Disposition of Property. a. Contractor shall follow the procedures in the American Hospital Association's (AI -IA) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term, of equipment purchased with the Department funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. b. All other equipment not listed in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. c. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to this Contract. d. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. Section 26.05 Closeout of Equipment. At the end of the term of a Contract that has no additional renewals or that will not be renewed (Closeout), or when a Contract is otherwise terminated, Contractor shall submit to the contract manager assigned to this, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout, or termination of this Contract, and must be disposed of according to the Department's disposition instructions, which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http:` www.dshs.state.t.L.us:contracts'Iinks.shtm Subrecipient General Provisions (September 1, 2015) 41 Contractor also shall comply with all applicable federal and state assurances contained in the Uniform Grant Management Standards, if applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at httn://mw.dshs.statc.tx.us/contracts/linl.s.shtm For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Subrecipient General Provisions (September 1, 2015) 4 AGENDA MEMORANDUM lst Reading of an Ordinance for the City Council Meeting of September 29, 2015 2"d Reading of an Ordinance for the City Council Meeting of October 13, 2015 DATE: September 3, 2015 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director of Development Services dang@cctexas.com 361-826-3595 First Reading Ordinance - Annexation of Seven Tracts in Industrial District No. 1 CAPTION: An ordinance annexing seven tracts of land located in Industrial District No. 1; Namely, Tract 1: owner being ABTEX, 1.09 acres northeast of the Veterans Cemetery; Tract 2: owner being Coastal State Petroleum, 0.96 acres northeast of Up River Road and Navigation Blvd.; Tract 3: owner being Coastal States Petroleum, 0.58 acres northeast of Up River Road and Navigation Blvd.; Tract 4: owner being Coastal Liquids Partners, 0.10 acres northeast of Up River Road and Navigation Blvd.; Tract 5: owner being Coastal Liquids Partners, 0.92 acres northeast of Up River Road and Navigation Blvd.; Tract 6: owner being Exxon Pipeline, 0.18 acres, south of the intersection of Buddy Lawrence and Oak Park Roads; and Tract 7: owner being Koch Gathering Sys Inc., 0.25 acres, south of the intersection of Buddy Lawrence and Oak Park Roads and next to Tract 6; providing for a Municipal Services Plan for the annexed tracts of land; providing that the owners and inhabitants are entitled to all rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi and are subject to and bound by the City Charter, ordinances, resolutions, and rules; providing for amendment of the official maps of the City of Corpus Christi; designating area to be added to City Council District Number 1; providing for severance; and providing an effective date. PURPOSE: The purpose of this item is to annex seven tracts of land in Industrial District No. 1 and approve a Municipal Services Plan for the newly annexed areas. BACKGROUND AND FINDINGS: In accordance with Ordinance 029958, companies in the Industrial District have the option of entering into an Industrial District Agreement (IDA) for payment in lieu of taxes at a reduced rate, or being annexed. After extensive efforts to accommodate the five companies below, staff is recommending annexation of seven tracts, encompassing 4.08 acres of land, located in the Industrial District No. 1 as follows: • Coastal States Petroleum — indicated preference for annexation on two tracts. • Coastal Liquids Partners — disclaimed land ownership by all parties, no one to sign IDA on two tracts. • ABTEX — defunct company, no one to sign IDA. • Exxon Pipeline Co. — indicated preference for annexation. • Koch Gathering Sys Inc. — indicated preference for annexation In order to comply with the Local Government Code which allows the City to have an Industrial District, the City may annex properties that do not enter into an IDA. There are no known dwellings or residents on these seven tracts. In addition, these tracts do not currently have Nueces County Appraisal District agricultural, timber land or wildlife management property tax exemptions. Since there are no residents of the seven tracts, due to the small size of the properties to be annexed and due to the fact that the properties can be served by existing city services, the city proposes no capital improvements for the area at this time. However, as the properties develop the City will prioritize and incorporate public improvement needs for the tracts into the City's Capital Improvement Program. Upon annexation, police, fire, emergency services, and solid waste services (residential uses only) will be provided by the City. Due to the small size of the annexation areas, lack of dwellings and location near existing served areas, costs to service the areas will be absorbed into the existing departmental budgets. Upon annexation, development of the properties will be subject to all land development codes of the City, including but not limited to the City's Unified Development Code and building permit codes. Extension of water, wastewater and gas services shall be extended by any of the methods that the City normally uses to extend these services through the City's platting regulations or the City's Capital Improvement Program. ALTERNATIVES: To not annex some or all of the areas. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: The proposed annexation is consistent with the adopted Future Land Use Plan and the City's Industrial District Agreement (Ordinance 029958). EMERGENCY / NON -EMERGENCY: Non -emergency reading. DEPARTMENTAL CLEARANCES: Legal City Manager's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Comments: Due to the lack of residents and small size of the areas, costs to provide services will be absorbed into the City Budget. Similar to other parts of the City, as growth occurs, improvements will be placed in the City's Capital Budget as needed. RECOMMENDATION: Approval of the Ordinance and attached Municipal Services Plan LIST OF SUPPORTING DOCUMENTS: Annexation Schedule Proposed Ordinance and Municipal Services Plan Presentation ORDINANCE ANNEXING SEVEN TRACTS OF LAND LOCATED IN INDUSTRIAL DISTRICT NO. 1; NAMELY, TRACT 1: OWNER BEING ABTEX, 1.09 ACRES NORTHEAST OF THE VETERANS CEMETERY; TRACT 2: OWNER BEING COASTAL STATE PETROLEUM, 0.96 ACRES NORTHEAST OF UP RIVER ROAD AND NAVIGATION BLVD.;TRACT 3: OWNER BEING COASTAL STATES PETROLEUM, 0.58 ACRES NORTHEAST OF UP RIVER ROAD AND NAVIGATION BLVD.;TRACT 4: OWNER BEING COASTAL LIQUIDS PARTNERS, 0.10 ACRES NORTHEAST OF UP RIVER ROAD AND NAVIGATION BLVD.;TRACT 5: OWNER BEING COASTAL LIQUIDS PARTNERS, 0.92 ACRES NORTHEAST OF UP RIVER ROAD AND NAVIGATION BLVD.;TRACT 6: OWNER BEING EXXON PIPELINE, 0.18 ACRES, SOUTH OF THE INTERSECTION OF BUDDY LAWRENCE AND OAK PARK ROADS;AND TRACT 7: OWNER BEING KOCH GATHERING SYS INC., 0.25 ACRES, SOUTH OF THE INTERSECTION OF BUDDY LAWRENCE AND OAK PARK ROADS AND NEXT TO TRACT 6; PROVIDING FOR A MUNICIPAL SERVICES PLAN FOR THE ANNEXED TRACTS OF LAND; PROVIDING THAT THE OWNERS AND INHABITANTS ARE ENTITLED TO ALL RIGHTS, PRIVILEGES, AND BURDENS OF OTHER CITIZENS AND PROPERTY OWNERS OF THE CITY OF CORPUS CHRISTI AND ARE SUBJECT TO AND BOUND BY THE CITY CHARTER, ORDINANCES, RESOLUTIONS, AND RULES; PROVIDING FOR AMENDMENT OF THE OFFICIAL MAPS OF THE CITY OF CORPUS CHRISTI; DESIGNATING AREA TO BE ADDED TO CITY COUNCIL DISTRICT NUMBER 1; PROVIDING FOR SEVERANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Corpus Christi desires to annex land, located in Industrial District No. 1, where the property owners have not executed an Industrial District Agreement with the City; WHEREAS, on August 25th and September 8th, 2015, public hearings were held by the City Council, during City Council meetings held in the Council Chambers, at City Hall, in the City of Corpus Christi, following publication of notice of the hearings in a newspaper of general circulation in the City of Corpus Christi, for the consideration of annexation proceedings and the service plan for the defined lands and territory, during which all persons interested in the annexations were allowed to appear and be heard; WHEREAS, a service plan for the area proposed to be annexed was made available for public inspection, including on the City's website on August 24, 2015, and made available for public discussion at public hearings on August 25th and September 8, 2015; WHEREAS, it has been determined by the City Council that the territory now proposed to be annexed lies wholly within the extraterritorial jurisdiction of the City of Corpus Christi; WHEREAS, it has been determined by the City Council that the territory now proposed to be annexed abuts and is contiguous and adjacent to the City of Corpus Christi or properties in Industrial District No. 1 that have signed an Agreement and are considered as making the properties being annexed contiguous and adjacent under the law; WHEREAS, it has been determined by the City Council that the territory now proposed to be annexed constitutes lands and territories subject to annexation as provided by the City Charter of the City of Corpus Christi and the laws of the State of Texas; WHEREAS, this annexation will leave out property where the property owner has signed a Development Agreement with the City of Corpus Christi as per Local Government Code Chapter 43; and WHEREAS, it has been determined that it would be advantageous to the City and to its citizens and in the public interest to annex the lands and territory hereinafter described. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council finds that annexing seven tracts of land in Industrial District No. 1, where the owners of the tracts of land have declined to enter into an Industrial District Agreement with the City of Corpus Christi, is in the public interest. SECTION 2. That the seven tracts of land consisting of 4.08 acres of land, more or less, out of Industrial District No. 1, and located between Nueces Bay and IH -37 and between Carbon Plant Road and Corpus Christi Bay, are annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. The seven tracts of land are described by metes and bounds and a map for each tract are in the Municipal Services Plan attached to this ordinance. SECTION 3. That there is approved, as part of this annexation ordinance, a Municipal Service Plan. The Service Plan, attached to this ordinance, is incorporated into and made a part of this ordinance. The service plan provides for the same number of services and levels of service for the annexed area and to the same extent that such services are in existence in the area annexed immediately preceding the date of annexation or that are otherwise available in other parts of the city with land uses and population densities similar to those contemplated or projected in the area annexed. SECTION 4. That the owners and inhabitants of the tracts or parcels of land annexed by this ordinance are entitled to all the rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi, and are subject to and bound by the City Charter of the City of Corpus Christi, and the ordinances, resolutions, motions, laws, rules and regulations of the City of Corpus Christi and to all intents and purposes as the present owners and inhabitants of the City of Corpus Christi are subject. SECTION 5. That the official map and boundaries of the City and its extraterritorial jurisdiction, previously adopted and amended, are amended to include the territories described in this ordinance as part of the City of Corpus Christi, Texas and as required by the City's Unified Development Code section 4.1.5 Newly Annexed Territory, the area shall be designated with an initial "FR" Farm and Rural District. SECTION 6. That the City Manager or his designee is directed and authorized to perform or cause to be performed all acts necessary to correct the official map of the City and its extra territorial jurisdiction to add the territory annexed as required by law. SECTION 7. That the territory annexed to the city shall be added to City Council District No. 1; SECTION 8. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of the ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the definite intent of this City Council that every section, paragraph, .subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 9. This ordinance goes into effect at a.m,_, 2015. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Municipal Services Plan for Industrial District No. 1 Tracts Overall Existing Land Uses Vacant Residential Industrial Public Semi Public Rig ht -of -Way Total Acres 1.34 0 3.74 0 0 4.08 There are no dwelling units, residents, or streets in the annexation areas. Specific Information Tracts Tract 1 Tract 2 Tract 3 Tract 4 Tract 5 Tract 6 Tract 7 Owner ABTEX Brinkerhoff Oil Co Coastal States Petroleum Co Coastal States Petroleum Co Coastal Liquids Partners LP Coastal Liquids Partners LP Exxon Pipeline Co Koch Gathering Sys Inc NCAD Acreage Value 1.09 0.96 0.58 0.10 0.92 0.18 0.25 4.08 19,710 121,403 73,347 11,863 115,000 8,138 8,174 357,635 Percent 33% 0 67 0 0 100% Ag, Timber or Wild Life Exemption No No No No No No No Improvements Vacant Ind. Building Gas Tank Gas Tank Ind. Building Ind. Building Vacant ICL TRACT 1 1.09 ACRES INDUSTRIAL DISTRICT NO. 1 ICL TRACT 4 .10 ACRES OUTSIDE 8 cv LIMITS SEOWICK 00 5N 44 INSIDE CITY LIMITS (ICL) 8 0 TRACT 2 & 3 1.55 ACRES AGNES ST — JOE FULTON INTL TRADE OOP LEOPARD ST TRACT 6 .18 ACRES F� TRACT 5 .92 ACRES 141 37 TRACT 7 .25 ACRES Lewd -m,IORn 3.31.3113131Prt MUNICIPAL SERVICES PLAN FOR THE IDUSTRIAL DISTRICT NO. 1 TRACTS INTRODUCTION This Municipal Services Plan ("Plan") is made by the City of Corpus Christi, Texas pursuant to Section 43.056 of the Texas Local Government Code. This Plan relates to the annexation of approximately 4.08 acres of land generally located in Industria I District No. 1, located between the south shores of Nueces Bay and IH -37 and Carbon Plant Road and Corpus Christi Bay. Exhibit A, attached to this Plan contains a metes and bounds description and a map of each of the tracts. This plan will be attached to the ordinance annexing the Industrial District No. 1 Tracts. The proposed annexation of the Industrial District No. 1 Tracts will follow all of the requirements contained in the Texas Local Government Code Chapter 43 required for annexation, including but not limited to, requirements for public notice and public hearings. In addition, this proposed annexation satisfies Chapter 43, Section 43.052.h, that exempts an area or areas proposed for annexation from the requirement that an area to be annexed must first be included in the City's Annexation Plan for three years prior to adoption of an annexation ordinance. Section h. specifies that if an area contains less than 100 residential units on separate tracts, then the area to be annexed is "exempt" from the plan requirement. Based on a land use analysis and appraisal district records for the area there are no dwellings on any of the tracts proposed for annexation. Therefore, the tracts of land proposed for annexation are "exempt" from the annexation plan requirement. EFFECTIVE TERM This Plan shall be in effect for a ten-year period commencing on the effective date of the annexation, unless otherwise stated in this Plan. Renewal of the Plan shall be at the option of the City. A renewal of this Plan may be exercised by the City Council provided the renewal is adopted by ordinance and specifically renews this Plan for a stated period of time. INTENT The City Council of the City of Corpus Christi, Texas, finds and determines that this Plan will not provide any fewer services or a lower level of services in the annexation areas than were in existence in the annexation areas at the time immediately preceding the annexation process. The service plan will provide the annexed areas with a level of service, infrastructure, and infrastructure maintenance that is comparable to the level of service, infrastructure, and infrastructure maintenance available in other parts of the municipality with topography, land use, and population density similar to those reasonably contemplated or projected in the areas. The City reserves the right guaranteed to it by the Texas Local Government Code to amend this Plan if the City Council determines that changed conditions or subsequent occurrences or any other legally sufficient circumstances exist under the Local Government Code or other Texas laws to make this Plan unworkable or obsolete or unlawful. SERVICE ELEMENTS 1. General Municipal Services. The subject properties are located within the City's extraterritorial jurisdiction and are more particularly described in the Ordinance to which this service plan is attached. Pursuant to this Plan, the following services shall be provided immediately from the effective date of the annexation: a. Police protection as follows: Routine patrols of areas, radio response to calls for police service and all other police services now being offered to the citizens of the City at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density. b. Fire Protection Services as follows: Fire protection by the present personnel and equipment of the City fire fighting force with the limitations of water available at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density. c. Emergency Medical Services as follows: Radio response for Emergency Medical Services with the present personnel and equipment at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density. d. Solid waste collection services as follows: Solid waste collection and services as now being offered to the citizens of the City at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density. e. Operation and Maintenance of Water and Wastewater Facilities Water and wastewater service will be provided in accordance with the Corpus Christi Code of Ordinances, Utility Department Policies and engineering standards at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density and provided the service is not within the certificated service area of another utility through existing facilities located within or adjacent to the area. Any and all water or wastewater facilities owned or maintained by the City of Corpus Christi, Texas, at the time of the proposed annexation shall continue to be maintained by the City of Corpus Christi, Texas. Any and all water or wastewater facilities that may be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi unless the facilities are dedicated to and accepted by the City of Corpus Christi. On-site sewage facilities may be allowed contingent upon the property owner meeting all city, county, state and federal requirements. f. Operation and Maintenance of Roads and Streets, including Street Lighting No public streets are proposed for annexation, however the City will maintain public streets over which the City has jurisdiction at the same level of service now being provided to other areas of the City of Corpus Christi, Texas, with similar topography, land use and population density. Any and all roads, streets or alleyways which are dedicated to and accepted by the City of Corpus Christi, Texas, or which are owned by the City of Corpus Christi, Texas, shall be maintained to the same degree and extent that other roads, streets and alleyways are maintained in the City. Any and all lighting of roads, streets and alleyways which may be positioned in a right-of-way, roadway or utility company easement shall be maintained by the applicable utility company servicing the City of Corpus Christi, Texas, pursuant to the rules, regulations and fees of the utility. g. Street Department services include: • Emergency pavement repair; • Maintenance of public streets; and • Traffic Engineering. Following annexation, public streets for which the city has jurisdiction will be included in the City's preventive maintenance program. Preventive maintenance projects are prioritized on a Citywide basis and scheduled based on a variety of factors, including pavement roughness, rideability, age, traffic volume, functional class, and available funding. Any necessary rehabilitation or reconstruction will be considered on a citywide priority basis. The Traffic Engineering Division of the Street Department will also provide regulatory signage services in the annexation area. All regulatory signs and signals are installed when warranted following an engineering study. All roadways are re -striped and remarked and signage replaced as needed. Immediately following annexation, all properties will be subject to the City's monthly street fee program. The street fee is a monthly fee which is collected from Corpus Christi residents and business owners and which appears on their monthly utility bills. Operation and Maintenance of Parks, Playgrounds and Swimming Pools Any park that may be under the responsibility of the County will be maintained by the City only upon dedication of the park by the County to the City and acceptance of the park by the City Council. At this time there are no public recreational facilities in the annexation area including parks, playgrounds, and swimming pools. h. Operation and Maintenance of any other Publicly -Owned Facility, Building, or Service. At this time there are no such other publicly owned facilities. If the City acquires any facilities and buildings within the annexation area, a City department will provide maintenance services at the same level of service now being provided to other areas of the City with similar topography, land use and population density. i. Other Services. All other City Departments with jurisdiction in the area will provide services according to City policy and procedure. 2. CAPITAL IMPROVEMENTS PROGRAM The City will initiate the construction of capital improvements for providing municipal services for the annexation area as necessary. Each component of the Capital Improvement Program is subject to the City providing the related service directly. In the event that the related service is provided through a contract service provider, the capital improvement may not be constructed or acquired by the City but may be provided by the contract provider. The City may also lease buildings in lieu of construction of any necessary buildings. a. Police Protection. No capital improvements are necessary at this time to provide police services. b. Fire Protection. No capital improvements are necessary at this time to provide fire services. c. Emergency Medical Service. No capital improvements are necessary at this time to provide EMS services. d. Solid Waste Collection. No capital improvements are necessary at this time to provide solid waste collection services. e. Water and Wastewater Facilities. The annexation area will be included with all other areas of the city in the City's Capital Improvements Program. Water and wastewater services to new development and subdivisions will be provided according to the Corpus Christi Code of Ordinances, Corpus Christi Unified Development Code and the Water and Wastewater Department standards, which may require the developer of a new subdivision or site plan to install water and wastewater lines. f. Roads and Streets. No road or street related capital improvements are necessary at this time. In general, the City will acquire control of all public roads and public streets within the annexation area upon annexation. Future extensions of roads or streets and future installation of related facilities, such as traffic control devices, will be governed by the City's standard policies and procedures. 9. Parks. Playgrounds and Swimming Pools. No capital improvements are necessary at this time to provide services. h. Street Lighting. No capital improvements are necessary at this time to provide services. Street lighting in new and existing subdivisions will be installed and maintained in accordance with the applicable standard policies and procedures. i. Other Publicly Owned Facilities, Building or Services: Additional Services. In general, other City functions and services, and the additional services described above can be provided for the annexation area by using existing capital improvements. Additional capital improvements are not necessary to provide City services. j. Capital Improvements Planning. The annexation area will be included with other territory in connection with the planning for new or expanded facilities, functions, and services as part of the City's Capital Improvement Plan. AMENDMENT: GOVERNING LAW This Plan may not be amended or repealed except as provided by the Texas Local Government Code or other controlling law. Neither changes in the methods or means of implementing any part of the service programs nor changes in the responsibilities of the various departments of the City shall constitute amendments to this Plan, and the City reserves the right to make such changes. This Plan is subject to and shall be interpreted in accordance with the Constitution and laws of the United States of America and the State of Texas, the Texas Local Government Code, and the orders, rules and regulations of governmental bodies and officers having jurisdiction. FORCE MAJEURE In case of an emergency, such as force majeure as that term is defined in this Plan, in which the City is forced to temporarily divert its personnel and resources away from the annexation area for humanitarian purposes or protection of the general public, the City obligates itself to take all reasonable measures to restore services to the annexation area of the level described in this Plan as soon as possible. Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, blockages, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrest and restraint of government, explosions, collisions and other inability of the City, whether similar to those enumerated or otherwise, which is not within the control of the City. Unavailability or shortage of funds shall not constitute Force Majeure for purposes of this Plan. SPECIFIC FINDINGS The City of Corpus Christi will provide services to the newly annexed area in a manner that is similar in type, kind, quantity, and quality of service presently enjoyed by the citizens of the City of Corpus Christi, Texas, who reside in areas of similar topography, land utilization and population density. EXHIBIT A METES AND BOUNDS INDUSTRIAL DISTRICT NO. 1 TRACTS Seven tracts of land encompassing approximately 4.08 acres out of Industrial District No. 1, generally located between the south shore of Nueces Bay and IH -37 and between Carbon Plant Road and Corpus Christi Bay and more particularly described as follows save and except a portion of the property described in Exhibit B and attached herein in accordance with City Council approved Development Agreements per Local Government Code 43.035: Tract 1: ABTEX Brinkerhoff Oil Co. Nueces County Appraisal District Tax Id.: 0266-0000-0105 Nueces County Appraisal District Legal Description: Assessors Map 137, 1.095 acres out of Tract 11 Metes and Bounds Description: Warranty Deed filed in the Nueces County Deed Records, Volume 1956 Page 913-914 A 1.095 acre tract of land, more or less, being out of a 34.54 acre tract out of Survey 421, Abstract No. 572, in Nueces County, Texas, such 34.54 acre tract recorded at Volume 1482, page 1029, Deed Records of Nueces County, Texas, more particularly described by metes and bounds as follows: BEGINNING at a point on the Western boundary line of said 34.54 acre tract, from whence 3/4" iron pipe bears North 00° 14' 26" West, 211.31 feet; THENCE, South 46° 25' 30" East, 285.38 feet for the most easterly corner of such 1.095 acre tract; THENCE, South 38° 02' 56" West, 100.24 feet; THENCE, South 33° 56' 10" West, 100.25 feet; THENCE, South 39° 45' 45" West, 50.02 feet; THENCE, South 48° 27' 50" West, 71.95 feet to a point in the Western boundary line of said 34.54 acre tract for the Southern corner of this 1.095 acre tract; THENCE, North 00° 48' 52" West, a distance of 126.91 feet to a 1-1/2" iron pipe; THENCE, North 00° 14' 26" West, 318.09 feet to PLACE OF BEGINNING, and containing 1.095 acres of land; Together with that right of ingress and egress over and across that 34.54 acre adjoining tract of land out of Survey 421, Abstract 572, Nueces County, Texas, granted by Robert E. Jenkins as Grantor to T. M. Allen as Grantee in that certain Warranty Deed dated March 26, 1984, a copy of which is recorded in Volume 1912, pages 355-357, Deed Records, Nueces County, Texas, to which warranty Deed and the record thereof reference is here made for all purposes. Tracts 2 and 3: Coastal States Petroleum Co Nueces County Appraisal District Tax Id.: 3875-0000-0273 (Tracts 2 and 3 have the same NCAD Tax Id. Number) Nueces County Appraisal District Legal Description: Kaler Tract 1.558 Acs out of 20.99 tr Legal Description: 0.96 acres out of a 20.99 acre Kaler Tract Coastal States Petroleum — Tract 2 STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 42,000 SQ. FT. (0.96 Acre) of land out of a 3.23 Acre Tract as recorded in Volume 1722, Page 552 of the Deed Records of Nueccs County, Texas. This 42,000 SQ. FT. tract being more particularly described by metes and bounds as follows: COMMENCING at the most Northerly Northwest corner of a 20.99 Acre tract as described by Warranty Deed dated April 12, 1966 and recorded in Volume 1198, Page 8 of the Deed Records ofNueces County, Texas; THENCE S06"22'33"E a distance of 384.00' to the northeast corner and Point of Beginning of this tract; THENCE S06°22'33"W through said 3.23 Acre Tract a distance of 140.00' to a westerly angle point therein, being the southeasterly corner of this tract; THENCE S83"37'29"W along a southerly boundary line of said 3.23 Acre Tract a distance of 300.00' to a Point, being the southwest corner of this tract; THENCE N06"22'33"W along a westerly boundary Zine of said 3.23 Acre Tract a distance of 140.00' to the most Westerly Northwest corner thereof, being the northwest corner of this tract; THENCE N83°37'29"E along a northerly boundary line of said 3.23 Acre Tract a distance of 300.00' to the POINT AND PLACE OF BEGINNING and containing 42,000 SQ. FT. of land. Bearings are based on the east boundary line of an 82.23 Acre Tract as described in Volume 1116, Page308 of the Deed Records of Nueces County, Texas. State of Texas County of Nueces I, Russell Ochs, a Registered Professional Land Surveyor for the City of Corpus Christi, hereby certify that the foregoing field notes were prepared by me from instruments of record. This the 09r"' day of July, 2015 6L„„,,sA 4). oct Russell D. Ochs State of Texas License No. 5,241 Coastal States Petroleum — Tract 3 STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 25,185 SQ. FT. (0.58 Acre) of land out of a 3.23 Acre Tract as recorded in Volume 1722, Page 552 of the Deed Records of Nueces County, Texas. This 25,185 SQ. FT. tract being more particularly described by metes and bounds as follows: COMMENCING at the most Northerly Northwest comer of a 20.99 Acre tract as described by Warranty Deed dated April 12, 1966 and recorded in Volume 1198, Page 8 of the Deed Records of Nueces County, Texas; THENCE S06°22'33"E a distance of 554.79' to the northwest corner and Point of Beginning of this tract; THENCE S85°05'33"E through said 3.23 Acre Tract a distance of 134.67' to a Point on the easterly boundary line thereof, being an angle point adds tract; THENCE S02°15'23"W along the easterly boundary line of said 3.23 Acre Tract a distance. of 20.20' to a Point, being an angle point of this tract; THENCE N89°54'03"E continuing along the boundary line of said 3.23 Acre Tract a distance of 106.85' to a Point, being the northeast comer of this tract; THENCE S00°00'21 "W continuing along a easterly boundary line of said 3.23 Acre Tract a distance of 97.24' to the southeast corner thereof, being the southeast corner of this tract; THENCE S89°44' i 0"W along the southerly boundary line of said 3.23 Acre Tract a distance of 165.04' to a Point, being an angle point of this tract; THENCE N67°38'49"W continuing along a southerly boundary line of said 3.23 Acre Tract a distance of 68.79' to a southwesterly corner thereof, being the southwest corner of this tract; THENCE N06°22'33"W along a westerly boundary line of said 3.23 Acre Tract a distance of 104.01' to the POINT AND PLACE OF BEGINNING and containing 25,185 SQ. FT. of land. Bearings are based on the east boundary line of an 82.23 Acre Tract as described in Volume 1 1 16, Page308 of the Deed Records of Nueces County, Texas. E, Russell Ochs, a Registered Professional Land Surveyor for the City of Corpus Christi, hereby certify that the foregoing field notes were prepared by me from instruments of record. This the 09111day of July, 2015 Russell D. Ochs State of Texas License No. 5,241 aTT OF CORPUS CHRISTI YOL 1364, PCS. 211 - 212 O,R.N.C.T, POINT OF COMMENCEMENT MOST NORTHERLY NORTHWEST CORNER OF A 20E9 ACRES TRACT VOL. 11&!, PO.! 0 RN.C.T POINT OF 9EGINNIN4 TRACT 2 O.? IRON PIPE 1.279 ACS VOL 2.327, PC, 513 O.R.NC.T. 5 9C22'33- E 36.790' 0.2099 ACRES TRACT DOC /030091517-5S 0.9.110.1. TRACT 1 VOL, 1722. P6. 552 D.R.N.C.T, PaGINNING OF TRACT 3 Sa5.05'331 134.67 at S0T15'3"W 0 RIN: ON DEL OSO GRANT TRACT 4 TRACT 5 00C #2Oa7056305 O.R.N.C.T. 20.20 N 89 54'03' f TRACT 3 foe.es' 23.165 Sq. FL 0.59 AVN N 9738'49• W 68,79' S a9044.1C W 195.04' VF FRYER ROAD LOT 1 Vol. 26. PG 7 11.R.N.0 T. TRACT 2 TO LFP RIVER ROAD BEING A TRACT OF LAND (0.06 ACRES, 42,000 SO. FT.) AS DESCRIBED IN DCC. 02007056308. DEED RECORDS OF NUECES COUNTY, TEXAS TRACT 3 BENG A TRACT OF LAND (0.55 ACRES, 25,165 SO. FT.) AS DESCRIBED IN VOLUME 1722, PAGE 552, DEED RECORDS DF NUECES COUNTY, TEXAS 9 KALER TRACT 9.49 ACS CUT OF 20.99 AC5 TRACT D OG /2993010692 O .11.11.0.T. MAP TO ACCOMPANY FIELD NOTES BEARINGS SHOWN ARE BASED ON THE EAST UNE OF THAT CERTAIN 52.23 ACRES TRACT PER VOL. 1119, PG. 308, NUECES COUNTY DEED RECORDS. 0 100 MinaTime 200 300 CITY of CORPUS CHRISTI, TEXAS Capital Programs Survey Division 36l-626-3551 Pah.' 09/25/,7015 Orn.n ay: P. Mearrah Checked By: R. 0. Oche Project: 1 SsraT ? OF F K:\Englneerinq,Survey\Profecta\Caastat States Petro Aaslgnmant.dwg Tract 4: Coastal Liquids Partners LP Nueces County Appraisal District Tax Id.: 3875-0000-0276 Nueces County Appraisal District Legal Description: Kaler Tract 0.095 acres out of 20.99 ac tract Metes and Bounds Description: An excerpt from Nueces County Deed # 2007056308 Field note description for a 0.095 acre tract of land situated in the Rincon Del Oso Grant, Nueces County, Texas and being out of that certain 6.985 acre tract of land described in a Warranty Deed to Valero Energy Corporation recorded in Volume 2327, Page 543, Nueces County Deed Records, said 0.095 acre tract of land being more particularly described as follows: COMMENCING at a 518 inch iron rod found for the most southerly southwest corner of said 6.985 acre tract of land, and the most southerly southeast corner that certain 3.23 acre tract of land described in a Warranty Deed to Coastal States Gathering Company and recorded in Volume 1722, Page 552, Nueces County Deed Records; THENCE North 00800'21" East, along the common line of said 6.985 acre tract and said 3.23 acre tract of land, a distance of 97.24 feet to a 5/8 inch iron rod with cap stamped R.P. L.S. #3808 set at the most northerly southeast corner of said 3.23 acre tract of land, an interior corner of said 6.985 acre of land, the southeast corner and POINT OF BEGINNING for the herein described tract of land; THENCE South 89°54'03" West, a distance of 106.85 feet to an iron rod found the most westerly southwest corner of said 6.985 acre tract of land, an interior corner of said 3.23 acre tract of land and the southwest corner of the herein described tract of land; THENCE North 02°15'23" East, at 20.20 feet passing a set 518 inch iron rod with cap stamped R.P.L.S. #3808, in all a total distance of 39.11 feet to a 5/8 inch iron rod with cap stamped R.P.L.S. #3808 set for the northwest corner of the herein described tract of land; THENCE North 89°54'03" East, a distance of 105.31 feet to a 5/8 inch iron rod with cap stamped R.P.L.S. #3808 set for the northeast corner of the herein described tract of land; THENCE South 00°00'21" West, a distance of 39.08 feet to the POINT OF BEGINNING and containing 0.095 of an acre of land, more or less. Bearings are based on the East line of that certain 82.23 acre tract of land per Volume 1116, Page 308, Nueces County Deed Records, further described by Mustang Engineering, L.P., Plat No. 2191-9407, attached hereto and made a part hereof as Exhibit A-1. NUECES COUNTY, TEXAS RINCON DEL OSO GRANT Tract 4: Coastal Liquid Partners, .095 acres COASTAL STATES CRUDE GATHERING CO. 3.2.3 ACRES VOL. 1722, PG. 552 N.C.D.R. \----TTRACT 9 r71 0.96 AC. SEE DETAIL "C' COASTAL STATES PETROCHEMICAL CO. 6.02 AC. VOL. 1722, PG. 357 N.C.D.R. //2% 0.053 AC. SEE DETAIL "A" Jr/it dirj TRACT 4 0.34 AC. SEE DETAIL a TRACT 3 0.013 AC. SEE DETAIL "B" TRACT 6 0.06 AC. SEE DETAIL TRACT 7 "H" 0.006 AC. SEE DETAIL "E" VALERO ENERGY CORPORATION 6.985 AC, VOL. 2327 PC. 543 N.C.D.R. VALERO ENERGY CORPORATION 1,279 AC. VOL. 2327, PG. 543 N.C.D.R. EXISTING ACCESS RD. l EGNEID a = SET 5/8" IRON ROD HATH CAP STAMPED $ .3808 IRON ROD FOUND r,7772 - CONVEY TO VALERO BASIS OF BEARING: EAST LINE OF THAT CERTAIN 82.23 ACRE TRACT PER 1 OF VOL. 1116. PC. 308. NUECES COUNTY DEED RECORDS. OTRACT8 SEE DETAIL "F" x— $---- COASTAL STATES PETROCHEIAICAL CO. 3.46 ACRES VOL. 1722. PC. 557 N.C.p.R. RAC' 5 0.095 AC. SEE DETAIL G.•�G� 7 -13 -Of Wil Cosh Registered Frofessiorad Surveyor No. 3808 2 REV: 12 3 ®r DATE ADO OEfALS AD15 tASiMENTS & TRACT 4 Wrc PROJECT N0. 2191 46. wow saimart mourn* LP. MOWS COUltat �911A1w MAID paso Services ORIGIN STATION OATC:S/02 01E040 9Y:AAP DAIE1/82 SCALE: 1.410(r APP.: sue D'NiG. NO. /� 2191-9407 REV.. 2 Tract 5: Coastal Liquids Partners LP Nueces County Appraisal District Tax Id.: 3875-0000-0277 Nueces County Appraisal District Legal Description: Kaler Tract 0.92 acres out of 20.99 ac tract Metes and Bounds Description: An excerpt from Nueces County Deed #2007056299 Field note description fora 0.92 acre tract of land situated in Rincon Del Oso Grant, Nueces County, Texas, out of that certain 6.985 acre tract of land described in a Warranty Deed to Valero Energy Corporation recorded in Volume 2327, Page 543, Nueces County Deed Records, said 0.92 acre tract being more particularly described as follows: COMMENCING al a 5/8 inch iron rod found for the southeast comer of said 6.985 acre tract of land; THENCE North 89841'38" West, along the south line of said 6.985 acre tract of land, a distance of 361.79 feet to a 5/8 inch iron rod set for the POINT OF BEGINNING and the southeast corner of the herein described tract of land; THENCE North 89°41'38" West, continuing along said south line, a distance of 66.24 feet to a 5/8 inch iron rod found for an angle point; THENCE North 85°34'50" West, along said south line a distance of 34.76 feet to a 5/8 inch iron rod set for the southwest corner of the herein described tract of land, said iron rod bears South 85°34'50" East, a distance of 70.04 feet from the southwest corner of said 6.985 acre tract of land; THENCE North 12°26'56" East, a distance of 103.25 feet to a 5/8 inch iron rod set; THENCE North 00°27'11" East, a distance of 51.45 feet to a 5/8 inch iron rod set; THENCE North 10°34'51" East, a distance of 66.01 feet to a 5/8 inch iron rod set; THENCE North 14°21'20" West, a distance of 122.61 feet to a 5/8 inch iron rod set; THENCE North 03°07'11" West, a distance of 117.73 feet to a steel fence post found in the most westerly north line of said 6.985 acre tract of land for the northwest corner of the herein described tract of land, said post bears North 87°46'05" East, a distance of 16.78 feet from a northwest corner of said 6.985 acre tract of land; THENCE North 87°46'05" East, along said north line, a distance of 105.45 feet to a 5/8 inch iron rod set for the northeast comer of the herein described tract of land, said iron rod bears South 87°46'05" West, a distance of 75.31 feet from a steel fence post found for an interior corner of said 6.985 acre tract of land; THENCE South 009 18' 17" West, a distance of 460.64 feet to the POINT OF BEGINNING and containing 0.92 of an acre of land, more or less. Bearings are based on the South line of that certain 6.985 acre tract of land per Volume 2327, Page 543, Nueces County Deed Records, further described by Mustang Engineering, L.P., Plat No. 2191-9407, attached hereto and made a part hereof as Exhibit A-1. Tract 5: Coastal Liquid Partners, .92 Acres EXHIBIT A-1 NUECES COUNTY, TEAS RINCON DEL QSO GRANT 2 COASTAL STA ,oS PETROC11EU CAL. CO. Volum 1722. Page 557 ACRES nk.C.D.R. 587'46'05"W 75.31' N•87'46'05"E 16.78 COASTAL STATES CRUDE GATHERING CO. 3.23 ACRES VOL. 1722, PG. 552 N.C.O.R. Mad 1.606 AC. TR ACT 44 0.3,4 AC. SEE DETAIL "J NI 4'21'20"W 122, 61' N10'34'51"E 66.01. N00-27'11'6 51.45' TRACT 5 N 2726'561 0.095 AC. 103.25' SEE DETAIL "C" 58514'50"E 70,04` N8746'05"E 105,45" 03'07'11"W 117.73' TRACT 10 0.92 AC. b U/G ES1AT 6 0.06 AC. SEE DETAIL 0 POINT OF U/G QMHC 6 POINT OF BEGINNING N8514'50"W N89'41'3/4"W 34.76 55.24 COASTAL STATES PETROCHEMICAL CO. 3.46 ACRES Volume 1722. Page 557 N.C.D.R_ N14"21'20"W 34.55' E - 86.05' VALERO ENERGY CORPORATION 6.985 ACRES VOL. 2327, PC. 543 N.C.D.R. POINT OF COMMENCEMENT TRACT 10 N89'41'38`W-361.79' 20.20" s0o-1 s"17"w aGlalia o SET 8" IRON R00 WITH CAP SjTANPE0 j 3805 ✓ ROM ROO FOUND • roup STEEL FENCE POST N8409'23 "W - 77 DETAIL "Q■ u/G ESMT 6 N.T.S. 30 33.34' N89 54'03"E - 105.31' 10215'23'E TRACT 5 39-11' 0.095 AC. 58954'03"W - 106.85' POINT OF BEGINNING DETAIL "C" POINT of TRACT 5 BEGINNING N.T S. BASIS or BEARING: SOON LINE OF THAI CERTAIN 6.985 ACRE TRACT PER VOL. 2327. PG. 543, Ni%ECES CO» TY DEED RECORDS. 4 POINT OF COMMENCEMENT S00'00'21"w 2 z OF 6 2 Alp DETAILS �9YrIC .403 EASEMENTS & TRACT 4 WJ A aso Field Services 06S01011011 CHIC PROJECT NO. 21 opworms sommaaL r I#7UN014 WAS ORIGIN STATION Tr Mew !x; vo DA1EijV2 F WC. NO. +3IEPI= IT A11P 0A1E_114/D2 1".100" APP 2191-9407 REV. 2 Tract 6: Exxon Pipeline Co Nueces County Appraisal District Tax Id.: 5933-0003-0078 Nueces County Appraisal District Legal Description: Oak Lawn 0.187 ac out of Lt 7B Bk 3 Metes and Bounds Description: An excerpt from Nueces County Deed #946716 Legal Description of Citgo/Southwestern Meter Station 0.432 -acre Fee Tract Out of Block 3, Lot 7-B Out of Webb 1,000 -acre Tract in the City of Corpus Christi, Nueces County, Texas SAVE AND EXCEPT FOLLORING TRACT: 0.187 Acre: (8,138.1 4 Sq. Ft) out of Lot 7-8, Block 3 of the Oak Lawn Subdivision u recorded in Volume 33, Page 43 • f the Map Records of Nueces County, Texas. Being more fully de . . by metes and bounds as follows: BEGINNING at a 5 : iron rod set on the Northwest Line of said Lot 7-8, Block 3 for the West corner of this tract . the Southeast R.O.W. Line of Oak. Park Avenue from which a 5/8 inch iron rod found for the W. st corner of said Lot 7-13, Block 3 bears S30' 12'00" W - 58.50 feet. THENCE: N 30" 1 5/8 inch iron rod fo THENCE: With a length of 25.90 feet Block 3. E -154.73 feet along the Southeast R.O.W. Lane of Oak Park Avenue to a d for a corner of this tract also being a corner of said Lot 7-8, Block 3. to the right, having a delta angle of 148` 22' 42", a radius of 10.00' and a 5/8 iron rod set for a sorter of this tract also being a corner of said Lot 7-8, THENCE: S 01° 39' t w E - 81.14 feet along the West R.O.W. line of Buddy Lawrence Drive and the East Linc of Lot 7-8, Block 3 to a 5B inch iron rod set for the East corner of this tract on the East Line of said La 7-B, Block 3. THENCE: S 33° 42' S" W - 91.23 feet to a 5/8 inch iron rod set for the South corner of this tract. ?HENCE: N 59° 48 00" W . 55.75 feet to the PLACE OF BEGINNING and containing 0.187 Acres (8.138.134 Sq. Ft.), E Tract 6: Exxon Pipeline Co., 0.18 Acres p Tract 7: Koch Gathering Sys Inc Nueces County Appraisal District Tax Id.: 5933-0003-0079 Nueces County Appraisal District Legal Description: Oak Lawn 0.25 ac out of Lt 7B Bk 3 Metes and Bounds Description: An excerpt from Nueces County Deed #946716 modified to exclude annexation Tract 6 as follows: A 0.25 acre tract of land, out of a 0.437 acre tract of land, more or less, and excluding 0.187 acres in Nueces County Deed Records # 946716, being a portion of the DeRyee 50 acre tract out of the Webb 1000 acre tract in the City of Corpus Christi, Nueces County, Texas, conveyed to Johanna Kosar Foundation, Inc., by Paul Snyder and Frances Kosar Snyder by deed recorded in Volume 987, at Page 342, Deed Records, Nueces County, Texas, which property is more fully delineated on Plat of Survey of Everett Hooper, Registered Public Surveyor, dated November, 13, 1967, and recorded in Map Volume 33, at Page 63, in the Deed Records of Nueces County, Texas and described by metes and bounds as follows, to - wit: BEGINNING at an iron pipe set against the fence comer post, the West comer of a 19.07 acre tract, for the West comer of this survey, and said point being on the East line of Oak Park Avenue, formerly Texas Avenue; THENCE North 31 degrees 36' 45" East along the East line of said Oak Park Avenue a distance of 247.28 feet to a point where the East Line of said Oak Park Avenue intersects the West line of Lawrence Drive; THENCE in a southerly direction with the West line of said Lawrence Drive a distance of 291.3 feet; THENCE North 58 Degrees 53' 15" West to the PLACE OF BEGINNING and containing 0.25 acres land, more or less, and being a portion of the same land conveyed by Johanna Kosar Foundation, Inc. to Humble Pipe Line Company, in Deed dated the 14th day of September, 1967, and recorded in Deed Volume 1234, at Page 484, in the Deed Records of Nueces County, Texas. Tract 7: Koch Gathering Sys Inc., 0.25 acres W �15 I �_ Exhibit B Property Owner Signed and City Council Adopted Development Agreements Per Local Government Code 43.035 Currently there are no signed development agreements and none of the properties proposed for annexation currently qualify for a development agreement. To qualify for a development agreement a property must be appraised by the Nueces County Appraisal District as agricultural, timber land or wild life management exempt property. Annexation Schedule 7-14-2015 — Future Item on City Council Agenda - Completed 7-21-2015 — City Council Annexation Resolution - Completed 7-24-2015 — Letter to Property Owners - Completed 8-25-2015 — 1st City Council Public Hearing - Completed 9-08-2015 — 2nd City Council Public Hearing - Completed 9-23-2015 — Planning Com. Public Hearing on zoning - Completed 9-29-2015 — 1St Reading of an Ordinance 10-13-2015 — 2nd Reading of an Ordinance — Annexation Complete 11-10-2015 — City Council Public Hearing and 1St Reading on zoning 11-17-2015 — City Council 2nd Reading on zoning Industrial District No. 1 Annexation (7 Tracts, 4.08 acres) Annexation Ordinance with an attached Municipal Services Plan For 1St and 2nd Readings City Council Meetings September 29, 2015 October 13, 2015 Aerial Overview TRACT 1 1.99 ACRES Iri Industrial District No. 1 7 Tracts, 4.08 acres INDUSTRIAL DISTRICT NO. 1 ICL 0 0 25 95 MaJ JOE FGLTON INT.' OWE COP d OUTSIDE] CITY LIMITS Alm Ip QngRO SF SEGwsK RD SH INSIDE CITY LIMITS (ICL) TRACT 4 .10 ACRES TRACT 5 TRACT 283 .92 ACRE 1.55 ACRES AGNES ST LEOPARD ST TRACT 6 .18 ACRES S J] TRACT 7 15 ACRES Legend m Anne.. 5 I . tI P9PLI C05,9955 N 2 Background • Industrial District Properties • Oct 2013 — Council Approved Industrial District Agreement. • Agreements needed signatures by Jan 2015. • After extensive communication and efforts to accommodate, seven tracts of land owned by five owners have not signed an Industrial District Agreement • Public hearing notices were sent to each property owner on July 24th Municipal Services Plan • Unilateral annexation by the City requires preparation of a Services Plan for the areas proposed for annexation • Due to the small size of the areas, close proximity to existing services and no residents, cost to serve the areas will be absorbed by the existing departmental budgets. • Immediately after annexation, the proposed Municipal Services Plan provides for: • Emergency Services, including Police Protection, Fire Protection and Ambulance Service • Solid Waste services for any residential uses in the annexation area (there are no known residences) Municipal Services Plan continued • Utility services will be provided through the City's normal platting process. • No capital improvements are proposed in the Municipal Service Plan. • Utility projects for each annexation area, if needed, will be incorporated into the City's Capital Improvement Plan and prioritized with all other city projects. Annexation Schedule 7-14-2015 — Future Item on City Council Agenda - completed 7-21-2015 — City Council Annexation Resolution - completed 7-24-2015 — Letter to Property Owners - completed 8- 25-2015 — 1st City Council Public Hearing - completed 9-08-2015 — 2nd City Council Public Hearing- completed 9-23-2015 — Planning Commission Public Hearing on Zoning - completed 9-29-2015 — 1st Reading of an Ordinance 10-13-2015 — 2nd Reading of an Ordinance — Annexation Complete 11-10-2015 — City Council Public Hearing and 1st Reading on zoning 11-17-2015 — City Council 2nd Reading on zoning Questions? Location Maps Aerial —Industrial District Tracts Tract 1: ABTEX, 1.09 acres northeast of the Veterans Cemetery Company Defunct, Taxes Delinquent Tract 2: Coastal State Petroleum, 0.96 acres northeast of Up River Road and Navigation Blvd. Prefers Annexation N Aerial —Industrial District Tracts Tract 3: Coastal States Petroleum, 0.58 acres acres northeast of Up River Road and Navigation Blvd. Prefers Annexation Tract 4: Coastal Liquids Partners, 0.10 acres northeast of Up River Road and Navigation Blvd. No Claim of Ownership N Aerial —Industrial District Tracts Tract 5: Coastal Liquids Partners, 0.92 acres northeast of Up River Road and Navigation Blvd. No Claim of Ownership Tract 6: Exxon Pipeline, 0.18 acres, south of the intersection of Buddy Lawrence and Oak Park Roads Prefers Annexation N Aerial —Industrial District Tracts Tract 7: Koch Gathering Sys Inc., 0.25 acres, south of the intersection of Buddy Lawrence and Oak Park Roads and next to Tract 6 Prefers Annexation N AGENDA MEMORANDUM First Reading for the City Council Meeting of September 29, 2015 Second Reading for the City Council Meeting of October 13, 2015 DATE: September 16, 2015 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Exemption from the Wastewater Acreage/Lot Fees for CAH -DHL Commercial Tracts, Block 1, Lot 1 located east of IH -69 within the Allison Service Area (Wastewater Collection System Master Plan). CAPTION: Ordinance exempting the CAH -DHL commercial tract, Block 1, Lot 1 subdivision located east of Interstate Highway 69 and South of Interstate Highway 37, from the payment of the wastewater lot/acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring the Owner/Developer to comply with the specified conditions. PURPOSE: Exempt the developer of CAH -DHL Commercial Tracts, Block 1, Lot 1 from paying $9,253.19 in wastewater lot and acreage fees subject to execution of a Sanitary Sewer Connection Agreement. BACKGROUND AND FINDINGS: The developer, CAH -DHL Properties, LLC, Mr. Charles A Hicks - Manager, is requesting the City to waive the Sanitary Sewer (Wastewater) Lot and Acreage Fees for CAH -DHL Commercial Tracts, Block 1, Lot 1 by providing an exemption for this area. The subject property is located east of Interstate Highway 69 and south of Interstate Highway 37, in the northwest portion of the City. Currently, this section of the Allison Service Area does not have any wastewater services available. The Wastewater Collection System Master Plan for the Allison Service Area requires a lift station, its associated force main and several trunk mains to serve the subject property. It is Staff's opinion that wastewater facilities will not be available within the next 15 years unless these improvements are included in a bond project. Section 8.5.2.G.1. of the Unified Development Code (UDC) outlines the exemption of payment of wastewater lot or acreage fees if the land for which the fees are required lies within an area exempted by City Council for the payment of such fees. Exempted areas are determined by City Council and generally are those areas not likely to be served by City wastewater services within the next fifteen (15) years. This section also provides that owners of property for which an acreage fee has been paid may receive a refund if, after 10 years, but not more than 20 years from the date of the filing of the plat, the owners of 50 percent of the property petition City Council for a hearing to determine (C \USERS\GRANIC-1\APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@F8055850\@BCL@F8055850.DOC) whether the fees should be refunded. A refund may be made if City Council finds that, among other things, the property is not likely to receive services within another 5 years. ALTERNATIVES: Require the developer to pay the applicable wastewater lot and acreage fees in the amount of $9,253.19 prior to the recording of the plat. If wastewater services are not available within 15 years from the date of the filing of the plat, the property owners may request a refund which will include a 5'/2 percent interest per annum from the date of filing of the final plat. Exempt the developer from payment of the wastewater lot and acreage fees subject to a Sanitary Sewer Connection Agreement. Conditions in the agreement are that when public wastewater services become available, the property owners would connect to the wastewater line and pay the applicable pro -rata fee, tap fee and surcharge fee. If public water services become available within the next 15 years, the property owners would also be required to pay the applicable wastewater lot and acreage fees. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: On September 9, 2015, the Planning Commission recommended City Council approve the wastewater exemption subject to a Sanitary Sewer Connection Agreement. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 111: Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): COMMENTS: None (C \USERS\GRANIC-1 APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@F8055850\@BCL@F8055850 DOC) RECOMMENDATION: On September 9, 2015, the Planning Commission and Staff recommended that City Council approve the exemption of the wastewater lot and acreage fees subject to a Sanitary Sewer Connection Agreement. The agreement will require payment of the pro -rata fee in effect when public wastewater service becomes available. The agreement will also require payment of the wastewater lot and acreage fees in effect if public wastewater becomes available within 15 years of the plat being filed for record. LIST OF SUPPORTING DOCUMENTS: Ordinance Sanitary Sewer Connection Agreement (C \USERS\GRANIC-1 APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@F8055850\@BCL@F8055850.DOC) Page 1 of 2 ORDINANCE EXEMPTING THE CAH -DHL COMMERCIAL TRACT, BLOCK 1, LOT 1 SUBDIVISION LOCATED EAST OF INTERSTATE HIGHWAY 69 AND SOUTH OF INTERSTATE HIGHWAY 37, FROM THE PAYMENT OF THE WASTEWATER LOT/ACREAGE FEES UNDER SECTION 8.5.2.G.1 OF THE UNIFIED DEVELOPMENT CODE; REQUIRING THE OWNER/DEVELOPER TO COMPLY WITH THE SPECIFIED CONDITIONS. WHEREAS, CAH -DHL Commercial Tract, Block 1, Lot 1 (Subdivision) is located east of Interstate Highway 69 and south of Interstate Highway 27 and is not currently served by the City wastewater system; WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater lot or acreage fees based on the determination that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years; WHEREAS, based on Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, City Staff and the Planning Commission recommend that City Council find that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years and that the Subdivision be exempt from the payment of wastewater lot or acreage fees at this time. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. It is determined that CAH -DHL Commercial Tract, Block 1, Lot 1 (Subdivision), located east of Interstate Highway 69 and south of Interstate Highway 37, is not likely to be served by city wastewater service within the next fifteen (15) years and is exempt from the payment of wastewater lot or acreage fees at this time, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi. SECTION 2. The exemption from the payment of wastewater lot or acreage fees, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, is conditioned upon owner/developer compliance with the following: a. That the owner/developer of the Subdivision enter into a Sanitary Sewer Connection Agreement with conditions (copy of Agreement attached hereto and incorporated herein to this Ordinance for all purposes). b. That the Sanitary Sewer Connection Agreement requires payment of the wastewater lot or acreage, pro -rata, and tap fees at the rate in effect at the time of connection to City wastewater. Page 2 of 2 c. That the Sanitary Sewer Connection Agreement be recorded in the Office of the Nueces County Clerk's Office prior to the recordation of the plat. d. That the Sanitary Sewer Connection Agreement and covenants contained in the agreement are covenants running with the land. SECTION 3. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor SANITARY SEWER CONNECTION AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into between the City of Corpus Christi, a Texas Home -Rule Municipal Corporation, P.O. Box 9277, Corpus Christi, Texas 78469-9277, hereinafter called "City" and Charles A. Hicks, Manager CAH -DHL Properties, LLC, 218 Lorraine Drive, Corpus Christi, Texas 78411 hereinafter called "Developer/Owner." WHEREAS, Developer/Owner in compliance with the City's Unified Development Code, has submitted the plat for CAH -DHL Commercial Tract, Block 1, Lot 1, hereinafter called "Development," (Exhibit 1); and, WHEREAS, wastewater construction plans and construction are a requirement of the plat, and WHERAS, the Development Services Engineer has determined that sanitary sewer is not reasonably available or of sufficient capacity; and WHEREAS, City agrees to allow Developers/Owner to record the plat of the Development Property without initial construction of wastewater laterals and collection lines; and NOW THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: Developer/Owner agrees for itself, its successors, transferees, and assigns, as follows: 1. to connect to City sewer at such time as a wastewater manhole is located at the frontage of the property or a wastewater line extends along the frontage of the property; 2. to pay wastewater acreage fees at the rate in effect at the time of connection if wastewater services are available within fifteen (15) years from the recording date of the plat; and 3. to pay tap fees and pro rata fees at the time of connection to City wastewater. Sanitary Sewer Connection Agreement CAH -DHL Commercial Tract, Block 1, Lot 1 Page 2 City agrees: 1. to allow property to use on-site wastewater treatment in compliance with State and local regulations; INDEMNIFICATION: DEVELOPER/OWNER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT OF THE GRAND RESERVE UNIT 2, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM. This agreements and covenants set forth herein are covenants running with the land, to be filed in the Office of the Nueces County Clerk Office, and shall be binding on Developer/Owner, its successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns and to third party beneficiaries from and after the date of execution. Sanitary Sewer Connection Agreement CAH -DHL Commercial Tract, Block 1, Lot 1 Page 3 T] EXECUTED original, this / day of EfrTt 422015. DEVELOPER/OWNER: 101---11 TIVik Charles A. Hicks Manager CAH -DHL Properties, LLC STATE OF TEXAS COUNTY OF NUECES § This instrument was acknowledged before me on this I 0 , day of St 'T tT 1 GT1 , 2015, by Charl ,s A. Hicks. ;;;;;:;;;;;CiLTii10 commissionExpires 02-27-2017 4 www�w'Lw.y...rw�r+wwrww APPROVED: This day of Notary Public, State of Texas , 2015 By: Daniel M. Grimsbo, P.E., AICP Development Services Director APPROVED as to form: By: Julian Grant Senior Assistant City Attorney For City Attorney Sanitary Sewer Connection Agreement CAH -DHL Commercial Tract, Block 1, Lot 1 Page 4 1 I 1! 111 11 II 11 f I I hit FIT 1t • • • . .11101 ti' =f hmi 1•4.y4 EXHIBIT 1 CAH -®HL COMMERCIAL TRACTS SANITARY SEWER CONNECTION AGREEMENT LOCATION MAP N AGENDA MEMORANDUM Future item for the City Council Meeting of September 29, 2015 Action item for the City Council Meeting of October 13, 2015 DATE: September 11, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Daniel McGinn, Assistant Director, Environmental and Strategic Initiatives DanielMc@cctexas.com (361) 826-3245 Texas Commission on Environmental Quality Grant for Air Quality Planning CAPTION: Ordinance appropriating $405,243.32 in grant funds from the Texas Commission on Environmental Quality (TCEQ) in the Community Enrichment Fund No. 1071; increasing expenditures by $405,243.32 in the Community Enrichment Fund No. 1071; and authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $405,243.32 from the TCEQ for air quality planning activities. PURPOSE: The purpose of this agenda item is to obtain authority to accept and appropriate a grant for air quality planning services. BACKGROUND AND FINDINGS: Since the mid -1990's the City of Corpus Christi has received grant funds with no City match from the Texas Commission on Environmental Quality (TCEQ) to administer the grant and oversee activities associated with air quality planning, monitoring and modeling. The TCEQ has made an additional $405,243.32 available to the City. The City's Rider 7 Air Quality Planning grant provides for the city to sub -contract near non -attainment assessment and planning with Texas A&M University Corpus Christi and the University of North Texas. The grant agreement must be executed by the City and TCEQ in order to ensure the funds are obligated and to accept the additional funding. ALTERNATIVES: 1. Authorize the execution of the grant. 2. Do not authorize the execution of the grant. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Environmental and Strategic Initiatives Department Legal FINANCIAL IMPACT: Operating ❑ Revenue ❑Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $405,243.32 $0.00 $405,243.32 Encumbered / Expended Amount This Item Future Anticipated Expenditures This Project $0.00 $405,243.32 $405,243.32 BALANCE $405,243.32 $0.00 $0.00 Fund(s): Community Enrichment Fund No. 1071 Comments: Grant funds will be used before FY 2016-2017. RECOMMENDATION: City Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance TCEQ Grant Agreement Ordinance appropriating $405,243.32 in grant funds from the Texas Commission on Environmental Quality (TCEQ) in the Community Enrichment Fund No. 1071; increasing expenditures by $405,243.32 in the Community Enrichment Fund No. 1071; and authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $405,243.32 from the TCEQ for air quality planning activities BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Grant funds in the amount of $405,243.32 from the Texas Commission Environmental Quality are appropriated in the Community Enrichment Fund No. 1071 for air quality planning activities. SECTION 2. Expenditures in the amount of $405,243.32 are increased in the Community Enrichment Fund No. 1071. SECTION 3. The City Manager, or designee, is authorized to execute all documents necessary to accept a grant in the amount of $405,243.32 from the Texas Commission on Environmental Quality for air quality planning activities. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED on this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Texas Commission on Environmental Quality Cooperative Reimbursement Grant for State Agencies and Local Governments GRANT SIGNATURE PAGE Grant Name: City of Corpus Christi Rider 7 Local Air Quality Planning Grant Grant Number: 582-16-60182 Performing Party: City of Corpus Christi Performing Party Identification Number: 17460005741 Maximum Authorized Reimbursement: $ 405,243.32 Effective Date: ® the latter of September 1, 2015 or the latest date of signature Expiration Date: ® December 31, 2017 ❑ Last day of Fiscal Year in which the Grant was signed ❑ If checked, this Grant requires matching funds. Match Requirement: ❑ If checked, this Grant is funded with federal funds. CFDA Number: Federal Grant Number: This Grant is entered under: ❑ Gov't Code ch. 771 ❑ Gov't Code ch. 791® Water Code § 5.124 The Texas Commission on Environmental Quality (TCEQ), an agency of the State of Texas, and the named Performing Party, a state agency or local government of the State of Texas, enter this Grant (Contract) to cooperatively conduct authorized governmental functions and activities under the laws of the State of Texas. The parties agree as follows: (a) to be effective, the Grant must be signed by an authorized official of the TCEQ and the Performing Party; (b) this Grant consists of all documents specified in the list of Grant Documents following this page; (c) as authorized by TCEQ, Performing Party will conduct Grant Activities as part of its own authorized governmental functions; and (d) The Texas Uniform Grant Management Standards (UGMS) apply to this Grant and TCEQ will reimburse allowable Costs subject to UGMS and this Grant. The parties agree to follow any new version of UGMS that is issued, unless the parties agree otherwise in writing. Any citations included in this Grant, will be deemed to refer to the comparable provision in the newest version of UGMS. Texas Commission on City of Corpus Christi Environmental Quality (TCEQ) (Performing Party/Grantee) By: By: Authorized Signature Authorized Signature Steve Hagle, P.E. Ronald L. Olson Printed Name Printed Name Deputy Director City Manager Title Title Date Date Procurements & Contracts Representative Sylvia Ordeman, CTPM Printed Name with Certification Date Page 1 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 GRANT DOCUMENTS LIST Cooperative Reimbursement Grant for State Agencies and Local Governments This Grant between TCEQ and Performing Party consists of the Grant Documents listed on this page and marked by an "X." Documents on this list include all amendments. In the event of a conflict of terms, the Grant Documents, as amended, control in the descending order of the list, subject to provisions in the Special Terms and Conditions, if any. All Grant provisions, however, are subject to control by the latest amendment and most specific provision and by the applicable state and federal laws, rules and regulations. All documents that are included in the list below, but are not attached to this Grant, are incorporated by reference. • Grant Signature Page • Grant Documents List (this page) • Scope of Work • Procedures for Proposals for Grant Activities (PGAs) • General Terms and Conditions • Proposals for Grant Activities (PGAs) (Including Work Plans and Notices to Commence) created during the Grant, includes Budget Revision Requests (BRR) approved by TCEQ and approved PELs • Cost Budget Form (In the event of a conflict of terms, a completed Cost Budget Form included in a PGA signed by TCEQ and the Performing Party controls over the blank form included in the Grant documents, as to that specific PGA.) • Personnel Eligibility List (PEL) Form • Notices, Project Representatives and Records Locations • Attachment A: Release of Claims Form (form and completed forms provided under the Grant) • Attachment B: Financial Status Report (FSR) (Form 269a/ TCEQ Form 20248) and Supplemental Financial Status Report forms (Supplemental Form 269a/TCEQ Form 20248-1 through 20248-4). FSR Forms may be updated by TCEQ during the Grant Period. (forms and completed forms provided under the Grant) • Attachment C: Budget Revision Request Form • Attachment D: Progress Report Template (template and completed reports provided under the Grant) • Attachment E: Other documents that are delivered or issued, in accordance with the Grant, after the effective date of the Grant Page 2 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 SCOPE OF WORK 1. Introduction. This Scope of Work is a general description of Performing Party air quality planning activities that may be agreed to in Proposals for Grant Activities (PGAs) under this Grant in accordance with Rider 7, Commission on Environmental Quality, Article VI of the General Appropriations Act of the 84th Legislature. TCEQ and the Performing Party will agree to activities by signing a PGA(s), which shall include the Performing Party's Work Plan (WP) for specific Grant Activities and a Notice to Commence (NTC). 2. Description of Activities 2.1. The Grant Activities funded with the Rider 7 funding may include identifying, inventorying, and monitoring of pollution levels; modeling pollution levels; and the identification, quantification, and implementation of appropriate pollution reduction controls. TCEQ shall allocate the Rider 7 funding to those activities that are most beneficial to the State Implementation Plan (SIP). The Performing Party shall expend Rider 7 funding solely on activities related to ozone and its precursors, which are primarily nitrogen oxides (NOX) and volatile organic compounds (VOCs). 2.2. The Grant Activities funded with Rider 7 funding may include community outreach activities designed to change behaviors to those that could reduce emissions of ozone precursors. 2.3. The Performing Party must obtain written approval from TCEQ prior to using these funds to model or prepare emissions inventories based in whole or part on existing control strategies with compliance and/or control effectiveness rates that differ from those currently used by TCEQ. This provision applies to all emissions inventory development and photochemical modeling of base case, baseline, and future modeling scenarios. 2.4. In order to maintain consistency with the SIP, the Performing Party and its sub -grantees and subcontractors shall use mobile source emissions factors and existing program assumptions used by TCEQ when working with mobile source emissions inventories (for any purpose) or existing mobile source control strategy programs. These assumptions include compliance and/or control effectiveness parameters. 3. Specifications and Standards for Performance 3.1. Timeliness: The Performing Party shall take all available measures to ensure that deliverables are submitted to TCEQ on or before their due dates. Failure by the Performing Party to meet deliverable due dates may result in the use of any or all remedies described in the Grant. 3.2. Completeness: The Performing Party shall ensure that all deliverables are complete with regard to the scope and purpose of their associated tasks. Failure by the Performing Party to deliver complete deliverables may result in the use of any or all remedies described in the Grant. 4. Conference Calls and Meetings. If determined by TCEQ or the Performing Party to be necessary, a conference call will be scheduled. TCEQ or the Performing Party will submit an agenda one week before the scheduled conference call. The Performing Party shall have any technical documents, budget documents, and any other related documents for use during the call, as necessary to address the agenda. 5. Deliverables. TCEQ's Grant Manager may grant an extension of a deliverable due date in a PGA without amending the PGA. The Performing Party must request an extension of a deliverable due date, via email, no later than 15 business days prior to the conclusion of the deliverable due date. The TCEQ Grant Manager will confirm acceptance or denial of the extension via email within 10 business days. Draft and Final deliverables may be submitted in electronic format by electronic mail, file transfer protocol (FTP), external hard drive, or on CD or DVD by mail. If the Performing Party sends the data on an external hard drive, TCEQ will return the external hard drive after the large electronic data files have been obtained. The Performing Party agrees to submit final deliverables within 10 business days of receiving comments from TCEQ. If provided by electronic mail, the PGA number, fiscal year, task number, and the Amendment number, if applicable, shall be included in the subject line of the email. Page 3 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 The deliverable report or document shall clearly identify on its cover page in the top right hand corner the PGA number and the specific task or subtask number for which it was created. Example follows: PGA 582-16-XXXXX-01 Task 1.1 6. Quality Assurance Program and Procedures. A Quality Assurance Project Plan (QAPP) addresses the quality assurance process the Performing Party will undertake to ensure the adherence of data or other products to established criteria. QAPPs will be supplied by the Performing Party as stated in the PGA. The QAPP shall address each task in the PGA in accordance with criteria, being neither arbitrary nor capricious, set by TCEQ. The QAPPs are approved via electronic mail from the Grant Manager to the Performing Party. The Performing Party is responsible for the QAPP and its implementation. 7. Reporting. Quarterly progress reports shall be submitted within 10 business days after the end of each State of Texas fiscal quarter, except that no quarterly progress report is due after the end of a partial quarter at the end of the Grant. 8. Additional Information. TCEQ representatives may attend the Performing Party's Air Quality Committee meetings or related meetings to provide technical guidance and/or to ensure compliance with the requirements of the Grant. Page 4 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 PROCEDURES FOR PROPOSALS FOR GRANT ACTIVITIES (PGAs) 1. Purpose. TCEQ intends to provide funds under this Grant to reimburse Performing Party for agreed Grant Activities. However, there is no guaranteed minimum level of funding for the Grant. All reimbursed Grant Activities must be agreed upon between TCEQ and Performing Party according to the procedures specified here. All Grant Activities must be within the Scope of Work described in this Grant. 2. Proposals for Grant Activities (PGAs). At any time during the Grant, TCEQ and the Performing Party may agree to Grant Activities to be performed by the Performing Party by signing a PGA, which includes a Work Plan and a Notice to Commence. The Performing Party shall obtain written approval from the TCEQ Grant Manager before preparing a draft PGA. The PGA shall be prepared on a template provided by TCEQ. TCEQ may also prepare draft PGAs. Each final and draft PGA shall include: • The Grant Number and title of this Grant; • The PGA Number and PGA title; • A maximum dollar amount for reimbursement of the Grant Activities described in the PGA; • Instructions to the Performing Party relating to the preparation of a QAPP; • Tasks and deliverables for the Grant Activities described in the PGA; • Start and end dates for the tasks and deliverables; • Schedule of deliverables for the Grant Activities described in the PGA; • Cost Budget: The PGA shall include a Cost Budget; • The names of TCEQ Project Representatives and the names of any other TCEQ staff contacts for the Grant Activities described in the PGA; • The names of the Performing Party's Project Representatives and other Performing Party contacts for the Grant Activities described in the PGA; • Personnel Eligibility List (PEL); • Signature: TCEQ and Performing Party shall have the PGA signed and dated by a person with the authority to bind TCEQ and Performing Party to the performance of the PGA; and • Notice to Commence: The latest signature date of the parties on the PGA will be the date that the Performing Party may commence performing the Grant Activities included in the PGA, unless a different date is indicated in the PGA. Except as specifically authorized otherwise in the PGA, TCEQ will not fund Grant Activities performed by Performing Party prior to the commencement date indicated in the PGA. The PGA may include a limited notice to commence authorizing reimbursable expenditures for only a portion of the PGA. The PGA may also include matters such as: • additional identifying numbers for the PGA; • format of copies; • interim or progress report requirements; • Performing Party availability for questions; • anything to be provided by TCEQ, such as data, models, reports, equipment, or access; • required models or software to be used by Performing Party; Page 5 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 • standards to be adhered to by Performing Party relating to data, Geographical Information Systems (GIS), modeling, database projects, or other matters; • testing procedures or acceptance criteria; and • special requirements for the Grant Activities in the PGA. 3. QAPP 3.1. Performing Party shall submit a QAPP (if applicable) by the date specified in the PGA. The QAPP must meet all requirements specified in the Grant and in the PGA. 3.2. If the Grant is funded with federal funds, the QAPP must also meet all requirements specified in the federal grant providing the funds. 4. Changes to PGAs 4.1. General Process 4.1.1. Amendment Schedule for PGAs. It is the responsibility of the Performing Party to request PGA amendments to change deliverables, extend deliverable dates, or make other adjustments. TCEQ may issue a proposed PGA amendment at any time during the term of a PGA. Performing Party requests for amendments to PGAs shall be submitted to TCEQ no more than quarterly. Performing Party may submit a request for amendment to a PGA quarterly starting on the last day of the first quarter, except that for the last quarter, a request for amendment must be submitted 6o days prior to the expiration of the Grant. Quarters are defined below. Performing Party's or TCEQ's request to amend a PGA must describe in detail all proposed changes to the PGA. 4.2. Quarters September 1— November 30, 2015 December 1, 2015 — February 29, 2016 March 1— May 31, 2016 June 1— August 31, 2016 September 1— November 30, 2016 December 1, 2016 — February 28, 2017 March 1— May 31, 2017 June 1— August 31, 2017 September 1— November 30, 2017 4.1.2. Within fourteen (14) calendar days of receipt of a proposed PGA amendment from the other party, the receiving party shall submit its changes to the PGA amendment or the signed PGA amendment to the other party's Representatives. TCEQ may specify a different deadline than the fourteen (14) day deadline when it provides the PGA amendment to the Performing Party. The receiving party must respond within seven (7) calendar days after receiving changes. The parties will work to reach an agreement on the amendment as expeditiously as possible and if in the opinion of either party, no agreement can be reached, that party may break off negotiations in writing. 4.1.3. Any PGA amendment shall be signed by both parties and shall include a revised complete or limited notice to commence with the Grant Activities in the amended PGA. Except as specifically authorized otherwise in the amended PGA, TCEQ will not fund Grant Activities affected by the amendment if they are performed by Performing Party prior to the effective date of the revised notice to commence. Budget Control. 4.2.1. Cumulative transfers equal to or less than ten percent (10%) of half of the Total Budget. Performing Party may transfer amounts between the approved direct cost budget categories so long as the cumulative transfers from direct cost budget categories do not exceed ten percent (10%) of half of the Total Budget amount. Total costs to be reimbursed must be at or less than the budget total specified. Performing Party must submit a signed Budget Revision Request (BRR), using the attached form, with the Page 6 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 invoice. Upon approval of the BRR by TCEQ, the BRR will be deemed to be a document added to the Grant under General Terms and Conditions Section 1.2. The lo% limit does not reset with the approval of each BRR. It resets when an amendment is signed by the parties reflecting changes to the budget. 4.2.2. Cumulative transfers greater than ten percent (io%) of half of the Total Budget. TCEQ must pre -approve in writing all budget revisions that result in the cumulative transfer from direct cost budget categories of an amount greater than ten percent (10%) of half of the Total Budget of this PGA. The Performing Party must request to amend the PGA. A PGA amendment is required before Performing Party incurs these costs. 4.2.3. Performing Party must obtain written TCEQ approval prior to transferring amounts to budget categories containing zero dollars 4.3. Required Changes to PGAs due to National Ambient Air Quality Standards (NAAQS) Designation. If one or more counties within the Performing Party's program area are designated by the U.S. Environmental Protection Agency (EPA) as being in violation of one or more NAAQS with an effective date occurring during the term of this Grant: 4.3.1. TCEQ may require the Performing Party to revise language for the PGA; 4.3.2. TCEQ may specify which photochemical or meteorological modeling or emissions inventory development tasks are allowable under this Grant; 4.3.3. TCEQ may specify delivery dates for photochemical or meteorological modeling or emissions inventory development tasks; and 4.3.4. The Performing Party will mark and treat all photochemical or meteorological modeling or emissions inventory development work product as "DRAFT/DELIBERATIVE" until TCEQ agrees that those work products are of sufficient quality to be final versions. Work products marked "DRAFT/DELIBERATIVE" shall be released to third parties only with the prior permission of the TCEQ Program Coordinator, or under the terms of the Texas Public Information Act, Government Code, Chapter 552. Documents marked "DRAFT/DELIBERATIVE" may be shared with agents, employees, and subcontractors of the Performing Party; those assisting the Performing Party or its subcontractors; and those assisting the Performing Party in collecting the information. 5. Cancellation of PGA. Either party may cancel a PGA or portion of a PGA with thirty (3o) calendar days' written notice. Cancellations may be for cause, for convenience, or for force majeure. Cancellation of a PGA by TCEQ must be authorized by a TCEQ signatory that has authority under the TCEQ Delegation Matrix of Authority for Contracts, Encumbrances and Procurement, or a subsequent replacement document, to sign PGAs for the amount of the PGA or if it is a partial cancelation, for the partial amount of the PGA. If a PGA is cancelled for convenience, whether in whole or in part, as to the cancelled portion of the PGA, Performing Party shall have all rights of notice, payment, or any other rights, that are specified for termination of the Grant for convenience. No cancellation shall prejudice any other right or remedy of TCEQ or the Performing Party in the event of breach. Upon cancellation, Performing Party may request reimbursement for: conforming Grant Activities; partially completed work which reasonably appears to be conforming; and timely, reasonable expenses directly attributable to cancellation, including reasonable termination settlement costs incurred by Performing Party because of its obligations to subcontractors or subgrantees. (Performing Party shall include appropriate termination for convenience clauses in its contracts and subgrants [see UGMS .36(i)(2)]). TCEQ may set off Grant damages, if any, prior to making payment. Performing Party shall not be paid for: activities not performed, loss of anticipated profits or revenue, consequential damages, or other economic loss arising out of or resulting from the cancellation. 6. TCEQ Reliance on Budget and Due Dates Included in PGA 6.1. Reliance on Budget. Performing Party acknowledges that TCEQ budgets for and encumbers funds only up to the not -to -exceed dollar amount contained in each PGA, and therefore, materially relies on the Performing Party adhering to the budget included in the PGA. Partially completed Grant Activities may be of little or no benefit to TCEQ. Therefore, in the event Page 7 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Performing Party is unable to complete Grant Activities within the cost amounts included in the PGA, Performing Party agrees to use its best efforts to complete such Grant Activities using alternative funding. 6.2. Reliance on Due Dates. Performing Party acknowledges that TCEQ may depend on the completion of funded Grant Activities in order to prepare work product of its own which may be subject to statutory or other deadlines. In addition, funding for Grant Activities may be limited to Grant Activities performed within a certain time period. Therefore, milestones and deliverable due dates specified within a PGA are of the essence of the Grant. Without prejudice to any other right or remedy TCEQ may have in the event of delay, Performing Party agrees that it will immediately inform TCEQ if and as soon as it appears that a deliverable due date or PGA completion date may be exceeded. 7. Personnel Eligibility List (PEL) 7.1. All individuals charged as direct costs under each PGA must be included on the PEL in the PGA. To make substitutions to individuals listed on the PEL or to add individuals to the PEL, the Performing Party must submit an updated PEL to the TCEQ Grant Manager. The Performing Party shall not use the individuals substituted or added to the PEL prior to receiving an electronic mail from the TCEQ Grant Manager stating that TCEQ has no objection to the updated PEL (see UGMS _.3o(d)), unless failure to immediately proceed with the substitution or addition will jeopardize the successful performance of the Grant Activities. If the Performing Party makes a substitution or addition because failure to immediately proceed with the substitution or addition will jeopardize the successful performance of the Grant Activities, the Performing Party must immediately notify TCEQ by providing the updated PEL. 7.2. Substitutes shall meet any minimum qualifications specified in the PGA for the Grant Activities and where reasonably possible, shall have qualifications comparable to or better than the qualifications of the individuals they are replacing. 7.3. Upon TCEQ sending the electronic mail stating that it has no objection to the updated PEL, the PEL will be deemed to be a document added to the PGA under General Terms and Conditions Section 1.2. Page 8 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 GENERAL TERMS AND CONDITIONS for Cooperative Reimbursement Grant for State Agencies and Local Governments 1. Grant Period Grant Period. The Grant begins on the Effective Date and ends on the Expiration Date as provided on the Grant Signature Page. If no Effective Date is provided, the Effective Date of the Grant is the date of last signature. If no Expiration Date is provided, the Expiration Date is August 31 of the same Fiscal Year in which the Grant is signed. 1.2. Amendments. 1.2.1. This Grant is not subject to competitive selection requirements and may be amended and renewed by mutual agreement. Except as specifically allowed by the Grant, all changes to the Grant require a written amendment agreed to by both parties. Unless otherwise indicated in the applicable Grant amendment, an amendment that extends the Grant Period does not extend any other deadlines or due dates. 1.2.2. TCEQ Authority for Making Interpretations and Agreeing to Minor Changes. 1.2.2.1. The TCEQ Grant Manager and/or TCEQ Program Coordinator has the authority, without a formal Amendment, to make written Grant interpretations and agree in writing to minor, non -material changes to requirements in the Scope of Work or Proposal for Grant Activities, including: 1.2.2.1.1. Changes to the schedule in the PGA including an extension of a deliverable due date, not to exceed the expiration (completion) date of the PGA; and 1.2.2.1.2. Changes to the individual tasks in the PGA that do not substantially change the obligations of the Parties. 1.2.2.2. To be effective, the Grant changes agreed to by TCEQ must be in writing and must also be agreed to by an authorized Representative of the Performing Party. A copy of the agreed change must be retained in the appropriate file of both the Performing Party and TCEQ. 1.2.2.3. It is the responsibility of the Performing Party to request extensions to the deliverable schedule and other changes that are within the authority of TCEQ 1.2.2.4. A formal Amendment to the Grant signed by authorized officials of both Parties is required for changes to the substantive obligations of the Performing Party and/or TCEQ, including the following: 1.2.2.4.1. Changes in the total amount of funds in the Grant or the PGA; 1.2.2.4.2. Changes to the Grant Expiration Date or PGA's expiration (completion date); 1.2.2.4.3. Changes to the Scope of Work or PGA that affect TCEQ obligations in this Grant or PGA and in agreements with the funding source, such as EPA, and obligations to another state or federal agency or the Texas Legislature; and 1.2.2.4.4. Changes that affect the material obligations of the Performing Party in this Contract. Page 9 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 1.3. Extensions. TCEQ may by unilateral written amendment extend the Expiration Date for a period of up to 90 calendar days. Unless otherwise indicated in the applicable Grant amendment, an extension does not extend any other deadlines or due dates other than the expiration of the Grant Period. 2. Funds 2.1. Availability of Funds. This Grant and all claims, suits or obligations arising under or related to this Grant are subject to the receipt and availability of funds appropriated by the Texas Legislature for the purposes of this Grant or the respective claim, suit or obligation, as applicable. If the Texas General Appropriations Act (GAA) contains an apportionment requirement for the Rider 7 grant funding, TCEQ may unilaterally amend the dollar amount of the Grant or PGAs to conform to requirement in the GAA. Performing Party will ensure that this article is included in any subcontract it awards. 3. 2.2. Maximum Authorized Reimbursement. The total amount of funds provided by TCEQ for the Grant will not exceed the amount of the Maximum Authorized Reimbursement as shown on the Grant Signature Page. 2.3. Fiscal Year Restrictions. In order to be reimbursed under this Grant, costs must be incurred during the Grant Period and within the time limits applicable to the funds from which the Grant is being paid. TCEQ is under no obligation to offer deadline extensions which extend to the maximum availability of the Grant funding source. 2.4. Grants. If this Grant was entered under TCEQ's authority to award grants, TCEQ is providing financial assistance to the recipient to undertake its own project. 2.5. No Debt against the State. This Grant is contingent on the continuing appropriation of funds. This Grant shall not be construed to create debt against the State of Texas. 2.6. Use of Funds. The Performing Party shall maximize use of Air Quality Planning funds for technical purposes, such as data collection and analysis, field study activities, and research. The Performing Party shall minimize use of the funds for creation of supplementary outreach materials. Allowable Costs 3.1. Conforming Activities. TCEQ will reimburse the Performing Party for necessary and reasonable Allowable Costs that are incurred and paid by the Performing Party in performance of the Scope of Work as authorized in the PGA Cost Budget. 3.2. UGMS. Allowable Costs are restricted to costs that comply with the Texas Uniform Grant Management Standards (UGMS) and applicable state and federal rules and law. The parties agree that all the requirements of the UGMS apply to this Grant, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant is funded, in whole or in part, with federal funds. 3.3. Duplication of Effort Prohibited. In addition to the funds provided to the Performing Party under this Grant, TCEQ and other entities may provide funds to the Performing Party under separate agreements. Performing Party must monitor all activities to ensure that the grant funds complement one another and do not result in double payments for the same activity. 3.4. Specific Costs 3.4.1. Maximum Reimbursements for Cell Phones. TCEQ will not reimburse the Performing Party for expenses related to the use of a cell phone or digital pager, except for a maximum of $40.00 per month cell phone allowance for the Performing Party's named project representatives. TCEQ may reimburse the Performing Party for expenses related to the use of cell phones for the transmission of ambient monitoring data. Page 10 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 3.4.2. Travel. 3.4.2.1. In order to be reimbursable, all travel costs must be specifically authorized in advance of the travel, unless the travel is within 1Oo miles of the Performing Party's place of business and is not overnight or out-of-state. The Performing Party shall submit all travel requiring advance authorization to the TCEQ Grant Manager no later than 3o calendar days prior to travel. Travel costs will be reimbursed only in the amount of actual costs, up to the maximum allowed by law for employees of the State of Texas at the time the cost is incurred. Travel by volunteers will not be reimbursed. The Performing Party must provide receipts for all actual costs. 3.4.2.2. Maximum Reimbursements for Travel. In addition to other provisions regarding travel, the following conditions apply: 3.4.2.2.1. If allowed by law, TCEQ encourages the Performing Party to participate in the Texas Comptroller of Public Account's State Travel Management Program (STMP) found at: http://www.window.state.tx.us/procurement/prog/stmp/. 3.4.2.2.2. 3.4.2.2.3. 3.4.2.2.4. 3.4.2.2.5. 3.4.2.2.6. The Performing Party must use the method of travel that will result in the lowest overall costs, including consideration of salary and wages for time spent traveling. The Performing Party must book travel reasonably in advance of the date of the travel in order to obtain the lowest possible price. TCEQ will not reimburse for travel claims that are not consistent with Textravel web located on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fmx/travel/textravel/index.php. For in-state travel, TCEQ will reimburse the Performing Party for the actual cost of lodging and meals at a daily rate not exceeding the current rate posted on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fm/travel/travelrates.php. Additional taxes and fees are eligible for reimbursement. For out-of-state travel, TCEQ will reimburse the Performing Party for the actual cost of lodging and meals at a daily rate not exceeding the current rates posted on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fm/travel/out_of state/index.php. Additional taxes and fees are eligible for reimbursement. For rental automobiles, TCEQ will reimburse the Performing Party at the actual daily rate no greater than the applicable STMP Contract rate. 3.4.2.2.7. For air fare, TCEQ will reimburse the Performing Party at actual cost up to the applicable STMP Contract rate. 3.4.2.2.8. Mileage for personal automobiles will be reimbursed at the rate for state employees. A mapping Web site shall be used to determine the mileage from the Performing Party's business location to the destination location. 4. Quarterly Progress Reports on the Attached Template. Quarterly progress reports shall be submitted within 10 business days after the end of each State of Texas fiscal quarter, except that no quarterly progress report is due after the end of a partial quarter at the end of the Grant. The quarterly progress report shall be supplied on the Progress Report Template that is attached. TCEQ reserves the Page 11 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 right to alter the reporting frequency of the progress reports as necessary to track the Performing Party's progress toward accomplishing the tasks of the PGA(s). The progress report shall document, in technical detail and by task, the accomplishments, expenditures, and milestones achieved during the reporting period. The Performing Party shall include an estimate of the percent of activities completed for each task or project. The report shall also document what problems were identified, if any, and the resolution. Reimbursement 5.1. Reimbursement Requests. Performing Party shall invoice TCEQ to request reimbursement for its Allowable Costs for performing the Scope of Work. Performing Party's invoice shall conform to all reimbursement requirements specified by TCEQ. 5.2. Submittal of Reimbursement Requests 5.2.1. The Performing Party shall not submit reimbursement requests (invoices) any sooner than fifteen (15) calendar days following the submission to TCEQ of a deliverable in order to allow TCEQ staff a reasonable period to review the deliverable prior to receiving the reimbursement request. 5.2.2. The Performing Party shall submit costs incurred by itself and subcontractors for all Grant Activities performed within a given quarter in the Performing Party's quarterly reimbursement request. 5.2.3. The Performing Party must submit invoices within forty-five (45) calendar days of the end of each State of Texas fiscal quarter, except that the final invoice shall be submitted as specified below. Invoices shall be sent to: Invoice_AQD@tceq.texas.gov. Invoices shall be in PDF format and in U. S. dollars and cents. Each Proposal for Grant Activities must be invoiced separately. The Performing Party shall maintain records subject to the terms of this Grant, including UGMS. Records that must be maintained include, but are not limited to: timesheets; invoices from suppliers, contractors, and subrecipients; receipts; cancelled checks; and contracts, purchase orders, and subagreements. Except as otherwise requested in writing by TCEQ, not all records must be submitted with each invoice; Performing Party shall submit records and documentation to TCEQ as appropriate for the review and approval of reimbursement requests. Appropriate documentation includes any records or documents specifically required by TCEQ at any time during the term of this Grant Agreement. TCEQ may perform desk reviews of the invoices after they are filed. TCEQ may pay an invoice prior to performing the desk review. TCEQ may reject invoices without appropriate supporting documentation. TCEQ has the right to request additional documentation. If TCEQ determines that the invoice contained unallowable costs or insufficient documentation, the Performing Party will refund the applicable amounts to TCEQ, after the Performing Party has had a reasonable amount of time to provide additional documentation. The reasonable amount of time shall not exceed 3o calendar days from the time that TCEQ informs the Performing Party that the invoice contained unallowable costs or insufficient documentation. In order for TCEQ to determine eligibility of costs, the Performing Party must submit the following to TCEQ as part of its complete and legible invoice: 5.2.3.1. Financial Status Report Form 269a and Supplemental Financial Status Report Forms 269a in paper copies and in an electronic database format, provided by TCEQ, that detail all costs of conducting the Grant Activities incurred during the invoicing period. The Performing Party must comply with the current TCEQ Financial Status Report processing procedures in effect at the time of submittal. TCEQ may change or add requirements for processing. For FSRs requesting reimbursement of costs (as opposed to documenting use of advance payment), fill in the spaces regarding Advanced Funds with N/A.; 5.2.3.2. Percentage of budget spent to date, and percentage of budget projected to be spent during the Grant; and 5.2.3.3. A copy of the quarterly progress report. Page 12 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.2.4. Within thirty (30) calendar days of the end of this Grant, the Performing Party must submit copies of all performance and technical reports, including the information listed below. Submission shall be in electronic format, on DVD or CD. Directory structure for the contents of the CD shall be by Task and Title: e.g., Task 1. Conceptual Model, Task 2. Ambient Monitoring, Task 3. Emissions Inventories, except that the information required in 5.2.4.1, 5.2.4.2, 5.2.4.3, 5.2.4.4, and 5.2.4.5 may be included in a folder on the DVD or CD labeled "Other". 5.2.4.1. PGA Summary Report summarizing the Performing Party's accomplishments with respect to the approved PGAs and containing an outline of PGA tasks and projects that identifies the title of all deliverables completed in the course of the Grant. The Performing Parry must use the Quarterly Progress Report Template for the PGA Summary Report; 5.2.4.2. Report of TCEQ-owned property in the possession of the Performing Party (if Performing Party possesses any TCEQ property); and 5.2.4.3• Invention disclosure (if applicable). 5.2.5. Within sixty (60) calendar days of the end of this Grant, the Performing Party must return advanced funds to TCEQ that have not been spent and must submit its final invoice that is complete and legible and includes all of the information set forth above for quarterly invoices and the information listed below, including copies of all of the quarterly progress reports. Submission shall be in electronic format, on DVD or CD. Directory structure for the contents of the CD shall be by Task and Title: e.g., Task 1. Conceptual Model, Task 2. Ambient Monitoring, Task 3. Emissions Inventories. The following also must be submitted with the final invoice: 5.2.5.1. Copies of all financial reports, required by this Grant; and 5.2.5.2. Final Reconciliation of Budget and Expenditures. 5.2.6. The following indicates the State of Texas fiscal quarters for invoicing: Quarters September 1— November 30, 2015 December 1, 2015 — February 29, 2016 March 1— May 31, 2016 June 1— August 31, 2016 September 1— November 30, 2016 December 1, 2016 — February 28, 2017 March 1— May 31, 2017 June 1— August 31, 2017 September 1— November 30, 2017 December 1— December 31, 2017 (partial quarter) 5.2.7. Within ninety (90) calendar days of receipt of the final invoice and information set forth above, TCEQ will make adjustments to the allowable and eligible costs based on the terms of the Grant Documents. TCEQ will make prompt reimbursement to the Performing Party for allowable reimbursable costs. Closeout of the Grant does not affect: 5.2.7.1. TCEQ's right to disallow costs and recover funds on the basis of a later audit or other review; 5.2.7.2. The Performing Party's obligation to return any funds due as a result of later refunds, corrections, or other transactions; 5.2.7.3. Records retention; Page 13 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.2.7.4. Property management requirements; 5.2.7.5. Audit requirements; and 5.2.7.6. Any other continuing obligations under the Grant. 5.2.8. At any time during the Grant, upon request of TCEQ, the Performing Party will provide any additional documentation necessary to support the allow ability and eligibility of the costs. TCEQ may reject requests for reimbursement pending receipt of the requested documentation. 5.2.9. Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Grant. The Performing Party must immediately refund to TCEQ any funds that are in excess of allowable costs, including for overpayment or activities undertaken that are not compliant with the Scope of Work. In no case may Performing Party take longer than thirty (30) calendar days to refund TCEQ. Any funds paid to a Performing Party in excess of the amount to which the Performing Party is finally determined to be entitled under the terms of the award constitute a debt to TCEQ. This does not limit or waive any other TCEQ remedy. 5.2.10. For each invoicing period in which the Performing Party has transferred amounts between budget categories, the Performing Party must follow the requirements regarding budget control in the Cost Budget. 5.3. No Interest for Delayed Payment. Because the Performing Party is not a vendor of goods and services within the meaning of Texas Government Code Chapter 2251, no interest is applicable in the case of late payments. 5.4. Release of Claims. As a condition to final payment or settlement, or both, the Performing Party shall execute and deliver to TCEQ a release of all claims against TCEQ for payment under this Grant, using the applicable, attached form. 5.4.1. Release of Claims for Units of Local Governments. If the Performing Party is a "unit of local government" as defined in the Appropriations Act of the 84th Texas Legislature, Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government, the Performing Party must certify in the Release of Claims that it has complied with all requirements in Sec. 4.04, using the applicable, attached form. 5.5. Advance Payments 5.5.1. TCEQ may provide funds in advance of the Performing Party incurring anticipated costs of Grant Activities. Each Proposal for Grant Activities (PGA) will indicate whether TCEQ will make an advance payment(s) and how much the advance payment(s) will be. Advance payments to Performing Party are solely to be used for reimbursement of Performing Party's allowable costs of performance under the PGA. If Performing Party requests reimbursement in addition to advance payments, TCEQ may proportionately adjust subsequent advance payments. 5.5.2. Performing Party must submit advance payment documentation quarterly, following the requirements for reimbursement requests (invoices) and any additional requirements for advance payments. All advance payment requests shall be in the form of a written invoice requesting advance payment and must be labeled as an invoice/request for advance payment. If a PGA is being funded with advance funds and by reimbursement, a request for reimbursement (invoice) must be submitted separately for the advance and reimbursement portions and the required documentation must be attached. The documentation must show the amount the Performing Party has drawn from the advance and the balance remaining in the advance. Advance Payments are conditioned on the approval of the invoice. If the invoice does not demonstrate Performing Party has complied with the Grant requirements, TCEQ may withhold approval or reject the invoice and withhold future advance payments. TCEQ may also withhold future advance payments due to delays in invoicing. Page 14 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.5.3. TCEQ may include additional requirements or restrictions on the advance payment in the PGA. 5.5.4. By paying advance payments TCEQ does not waive any requirements for the reimbursement of costs. TCEQ may at any time, before or after any advance payment, request additional documentation concerning costs. TCEQ may audit the records of the Performing Party and may also audit the Performing Party's performance as to any Grant Activity and any other Grant requirement. After an advance payment under a PGA is depleted, TCEQ may choose to amend the PGA to allow additional advance payment(s) to Performing Party. If no additional advance is authorized, all additional payments will be made on a reimbursement basis, as described in the Grant. 5.6. In addition to the other requirements specified in the Grant Documents, the standards for costs to be eligible for reimbursement include those contained in the following, to the extent applicable: 5.6.1. The Uniform Grant and Contract Management Act, Section 783.001 et seq., Texas Government Code; The Uniform Grant Management Standards, 34 Texas Administrative Code, Section 20.421 et seq. (UGMS) (including allowable costs standards and requirements for grantees); 5.6.2. Chapter 391, Local Government Code and related rules (pertaining to costs for entities defined as Regional Planning Commissions), if a sub -grantee or recipient of funds is an entity defined as a Regional Planning Commission, including a Council of Governments. (Under this Grant, other entities may also agree to abide by the cost requirements for Regional Planning Commissions.); 5.6.3. Texas Government Code Section 556.0055 (pertaining to lobbying); 5.6.4. 30 TAC Chapter 11 (pertaining to TCEQ contracts) and 3o TAC Chapter 14 (pertaining to grants); and 5.6.5. Other applicable federal and state statutes and rules. 6. Financial Records, Access and Audits 6.1. Audit of Funds. The Performing Party understands that acceptance of funds under this Grant acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Performing Party further agrees to fully cooperate with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Performing Party shall ensure that this clause concerning the audit of funds accepted under this Grant is included in any subcontract it awards. 6.2. Financial Records. Performing Party shall establish and maintain financial records including records of costs of the Scope of Work in accordance with generally accepted accounting practices. Performing Party shall allow access during business hours to its financial records by TCEQ and other state agencies for the purpose of inspection and audit. Financial records regarding this Grant shall be retained for a period of three (3) years after the latter of the date of submission of the final reimbursement request or all litigation, claims, or audit findings involving the records have been resolved and final action taken, if any litigation, claim, or audit is started before the expiration of the 3 -year period. 6.3. By signing this grant, the Performing Party certifies that its financial management system meets all requirements included in the Texas Uniform Grant Management Standards (UGMS). 6.4. The Performing Party shall provide its single audit report (for a Regional Planning Commission, including a Council of Governments), or a Comprehensive Annual Financial Report (for a municipality) within 3o days of the report being finalized. The Performing Party must also include an executive summary with the report, if one was prepared for the report. Page 15 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 7. Indirect Cost Rate, Fringe Benefit Rate, and Central Service Costs. 7.1. Indirect Cost Rate. 7.1.1. Indirect cost rates shall be calculated in accordance with UGMS requirements for selecting and applying the method used to calculate the indirect cost rate. 7.1.2. Requirements Regarding Provisional Indirect Cost Rates. If Performing Party proposes to use a Provisional Rate, reimbursement is available only if the Performing Party calculates its indirect cost pool according to UGMS and has regular audits of its indirect cost rate performed. For budget certainty, TCEQ requires and the Performing Party agrees that the Performing Party will fund, out of the Performing Party's own funds, any upward adjustment when its final rate is determined. If Performing Party's final rate results in a downward adjustment, where permitted by law, TCEQ and Performing Party may identify additional activities to be performed by Performing Party as a compensating adjustment, or the Performing Party shall reimburse TCEQ the excess indirect costs paid. 7.1.3. [Reserved] 7.1.4. Documentation of Indirect Cost Rate. Upon signature of the Grant, the Performing Party shall submit to TCEQ a copy of the approval letter from the Performing Party's federal cognizant agency, the state coordinating agency, or the state awarding agency that reviewed, negotiated, and approved the Performing Party's current indirect cost rate. 7.1.5. Change in Indirect Cost Rate. If the Performing Party receives a new approval letter from its federal cognizant agency, state coordinating agency, or a state awarding agency approving a different indirect cost rate, the Performing Party may request a revision by submitting to TCEQ: the approval letter; a Budget Revision Request (BRR), including Sheet 2 of the BRR; and if applicable, a request to amend the PGA (necessitated by cumulative transfer(s) from direct cost budget categories of an amount greater than ten percent (io%) of half of the Total Budget of the PGA). The Performing Party shall provide the information to TCEQ within thirty (3o) calendar days of the Performing Party's receipt of the new letter. 7.1.6. Unreimbursed Indirect Costs. If Performing Party incurs indirect costs which are allocable to this Grant but which are not reimbursed by TCEQ, it is the Performing Party's responsibility to use other proper funding sources for those costs. 7.2. Fringe Benefit Rate. The fringe benefit rate shall be calculated in accordance with the UGMS requirements for selecting and applying the method used to calculate the fringe benefit cost rate. If the amount of the fringe benefit line item in the PGA Cost Budget needs to be changed, the Performing Party shall submit the following for approval: a BRR and if applicable, a request to amend the PGA (necessitated by cumulative transfer(s) from direct cost budget categories of an amount greater than ten percent (io%) of half of the Total Budget of the PGA). 7.3. Central Service Costs. The Performing Party certifies that it will maintain compliance with all UGMS and other requirements regarding central service costs, including having a Cost Allocation Plan, if required, and adjusting the plan. All central service cost allocation plans and related documentation must be maintained for possible audit. 8. Performing Party's Responsibilities 8.i. Performing Party's Responsibility for the Scope of Work. Performing Party undertakes performance of the Scope of Work as its own project and does not act in any capacity on behalf of TCEQ nor as a TCEQ agent or employee. Performing Party agrees that the Scope of Work is furnished and performed at Performing Party's sole risk as to the means, methods, design, processes, procedures and performance. Page 16 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 8.2. Superintendence of the Work. Performing Party is responsible for supervising all Grant Activities. This responsibility includes control of associated hazards to assure the safety of the performance of the Grant Activities, and for the protection of all persons, property, premises and facilities which may be affected by the Grant Activities. No action by TCEQ will transfer this responsibility to TCEQ. 8.3. Independent Contractor. The parties agree that the Performing Party is an independent contractor. Nothing in this Grant shall create an employee -employer relationship between Performing Party and TCEQ. Nothing in this Grant shall create a joint venture between TCEQ and the Performing Party. 8.4. Performing Party's Responsibilities for Subcontractors. All acts and omissions of subcontractors, suppliers and other persons and organizations performing or furnishing any of the Scope of Work under a direct or indirect contract with Performing Party shall be considered to be the acts and omissions of Performing Party. 8.5. Equal Opportunity. Performing Party shall not discriminate against any person on the basis of race, color, national origin, religion, sex, age, and disability in the performance of this Grant. 8.6. Flow down of Contract Provisions. The Performing Party shall include in its subcontracts, employment contracts, and employment policies any provision included in this Grant, or shall include a similar provision, to the extent necessary in order for the Performing Party to fulfill its obligations under this Grant, regardless of whether or not the provision expressly requires that it be included in such contracts or policies. The Performing Party shall require its subcontractors to do the same. 9. Equipment. 9.1. UGMS and Pre -approval of Purchase. The Performing Party must comply with all requirements regarding equipment in UGMS and must obtain prior, written approval from TCEQ to purchase equipment. 9.2. Disposition. If at any time during the Grant Period or afterwards, the Performing Party or its subcontractors or subgrantees determine that any equipment acquired with funds provided as a result of this Grant is no longer needed for support of the programs or projects referred to in the Scope of Work and PGAs, the TCEQ may require the Performing Party to transfer title and possession of such equipment to the TCEQ or an eligible third party named by the TCEQ. The Performing Party shall take all necessary steps to pass-through to TCEQ, or the third party, all warranties, representations and other service commitments applicable to the equipment. The Performing Party may recover compensation for its attributable percentage of the current fair market value of the property. 10. No Third Party Beneficiary. TCEQ does not assume any duty to exercise any of its rights and powers under the Grant for the benefit of third parties. Nothing in this Grant shall create a contractual relationship between TCEQ and any of the Performing Party's subcontractors, suppliers or other persons or organizations with a contractual relationship with the Performing Party. 11. Time 11.1. Time is of the Essence. Performing Party's timely performance is a material term of this Grant. 11.2. Delays. Where Performing Party's performance is delayed, except by Force Majeure or act of the TCEQ, TCEQ may withhold or suspend reimbursement, terminate the Grant for cause, or enforce any of its other rights (termination for convenience may be effected even in case of Force Majeure or act of TCEQ). 11.3. Force Majeure. If either party is delayed in carrying out its obligations due to acts of God, labor stoppages, or other similar irresistible forces, the party shall give ongoing notice of such delay supported by sufficient evidence to the other party as soon as practicable after the delay is apparent. The time of performance by the party shall be extended for a reasonable period of time or the PGA can be cancelled or the Grant terminated for convenience as specified Page 17 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 elsewhere in the Grant. Force majeure does not include ordinary delays that are common to the type of activities being performed or the location. 12. Conflict of Interest. The Performing Party shall timely notify TCEQ in writing of any actual, apparent, or potential conflict of interest regarding the Performing Party or any related entity or individual. No entity or individual with any actual, apparent, or potential conflict of interest shall take part in the performance of any portion of the Scope of Work, nor have access to information regarding any portion of the Scope of Work, without TCEQ's written consent in the form of a unilateral amendment. Performing Party agrees that TCEQ has sole discretion to determine whether a conflict exists, and that a conflict of interest is grounds for termination for cause. 13. Data and Quality 13.1. Quality and Acceptance. All work performed under this Grant must be complete and satisfactory in the reasonable judgment of TCEQ. All materials and equipment shall be handled in accordance with instructions of the applicable supplier, except as otherwise provided in the Grant. 13.2. Quality Assurance. All Grant Activities that involve the acquisition of environmental data shall be performed in accordance with a TCEQ approved Quality Assurance Project Plan (QAPP) meeting all applicable TCEQ and EPA requirements. Environmental data includes any measurements or information that describe (1) environmental processes, location, or conditions; or (2) ecological or health effects and consequences. Environmental data includes information collected directly from measurements, produced from models, and compiled from other sources such as databases or the literature. No data collection or other Grant Activities covered by this requirement shall be implemented until the Performing Party receives the QAPP approved by TCEQ and, if necessary, the EPA. TCEQ may refuse payment or reimbursement for any environmental data acquisition performed without an approved QAPP. 13.3. Laboratory Accreditation. Any laboratory data or analyses provided under this Grant must be prepared by a laboratory that is accredited in accordance with 30 Texas Administrative Code (TAC) Chapter 25, Subchapters A and B, for the matrices, methods, and parameters of analysis used, unless one of the regulatory exceptions specified in 3o TAC § 25.6 applies. 14. Intellectual Property 14.1. Third Party Intellectual Property. Unless specifically modified in an amendment or waived in a unilateral amendment by TCEQ, Performing Party must obtain all intellectual property licenses expressly required in the Scope of Work, or incident to the use or possession of any work product under the Grant. Performing Party shall obtain and furnish to TCEQ: documentation on the use of such intellectual property, and a nonexclusive, perpetual, irrevocable, fully paid-up enterprise -wide and worldwide license to reproduce, publish, otherwise use, modify, create derivative works, distribute, publicly perform and display such intellectual property and associated user documentation, and to authorize others to do the same for TCEQ non-commercial purposes. Readily commercially available software that is necessary to use the work products may be exempted from this requirement with prior written approval from TCEQ. The Performing Party shall take all necessary steps to pass-through to TCEQ all warranties, representations and other service commitments applicable to third party intellectual property incorporated into the work products. 14.2. Grant of License. Performing Party grants to TCEQ a nonexclusive, perpetual, irrevocable, fully paid-up enterprise -wide and worldwide license to reproduce, publish, modify, otherwise use, create derivative works, distribute, publicly perform and display for any non-commercial TCEQ purpose any preexisting intellectual property belonging to the Performing Party that is incorporated into any work products under this Grant or is incident to the use or possession of any work product, intellectual property created under this Contract, and associated user documentation. 14.3. In the event of a third party's Demand or threat of Demand for infringement of intellectual property incorporated by Performing Party into the work product, the Performing Party shall make best efforts to obtain permission for TCEQ to continue use of the allegedly infringing Page 18 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 information, article or material; if Performing Party is unable to secure such permission, Performing Party shall provide a non -infringing substitute or work -around that is substantially similar in feature and functionality to the allegedly infringing information, article or material. 15. Insurance and Indemnification 15.1. Insurance. Unless prohibited by law, the Performing Party shall require its contractors to obtain and maintain during the Grant Period adequate insurance coverage sufficient to protect the Performing Party and TCEQ from all claims and liability for injury to persons and for damage to property arising from the Grant. Unless specifically waived by TCEQ, sufficient coverage shall include Workers Compensation and Employer's Liability Insurance, Commercial Automobile Liability Insurance, and Commercial General Liability Insurance. 15.2. Indemnification. TO THE EXTENT AUTHORIZED BY LAW, THE PERFORMING PARTY SHALL REQUIRE ALL CONTRACTORS PERFORMING GRANT ACTIVITIES ON BEHALF OF PERFORMING PARTY TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TCEQ AND PERFORMING PARTY AND THEIR OFFICERS, AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES, AND OTHER CLAIMS OF ANY TYPE ARISING FROM THE PERFORMANCE OF GRANT ACTIVITIES BY THE PERFORMING PARTY (GRANTEE) OR ITS SUBCONTRACTORS, SUPPLIERS AND AGENTS, INCLUDING THOSE ARISING FROM DEFECT IN DESIGN, WORKMANSHIP, MATERIALS, OR FROM INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT; OR FROM A BREACH OF APPLICABLE LAWS, REGULATIONS, SAFETY STANDARDS OR DIRECTIVES. THE DEFENSE OF TCEQ SHALL BE SUBJECT TO THE AUTHORITY OF THE OFFICE OF THE ATTORNEY GENERAL OF TEXAS TO REPRESENT TCEQ. THIS CONVENANT SURVIVES THE TERMINATION OF THE GRANT. 16. Termination 16.1. Termination for Cause. TCEQ may, upon providing 10 calendar days' written notice and the opportunity to cure to the Performing Party, terminate this Grant for cause if Performing Party materially fails to comply with the Grant including any one or more of the following acts or omissions: nonconforming work, or existence of a conflict of interest. Termination for cause does not prejudice TCEQ's other remedies authorized by this Grant or by law. 16.2. Termination for Convenience. TCEQ may, upon providing 10 calendar days' written notice to the Performing Party, terminate this Grant for convenience. Termination shall not prejudice any other right or remedy of TCEQ or the Performing Party. Except to the extent this clause constitutes a debt against the State of Texas prohibited under the Texas Constitution, Article III sec. 49, Performing Party may request reimbursement and shall be paid for: completed conforming work; partially completed work which reasonably appears to be conforming; and timely, reasonable costs directly attributable to termination, including reasonable termination settlement costs incurred by Performing Party because of its obligations to subcontractors or subgrantees. (Performing Party shall include appropriate termination for convenience clauses in its contracts and subgrants [see UGMS _.36(i)(2)]). Performing Party shall not be paid for: work not performed; loss of anticipated profits or revenue; consequential damages; or other economic loss arising out of or resulting from the termination. 16.3. If, after termination for cause by TCEQ, it is determined that the Performing Party had not materially failed to comply with the Grant, the termination shall be deemed to have been for the convenience of TCEQ. 17. Disputes, Claims and Remedies 17.1. Payment as a Release. Neither payment by TCEQ nor any other act or omission other than an explicit written release, in the form of a unilateral amendment, constitutes a release of Performing Party from liability under this Grant. 17.2. Remedies Page 19 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 17.2.1. Schedule of Remedies available to the TCEQ. In accordance with Texas Government Code Chapter 2261 the following Schedule of Remedies applies to this Grant. In the event of Performing Party's nonconformance, TCEQ may do one or more of the following: 17.2.1.1. Issue notice of nonconforming performance; 17.2.1.1.1. Reject nonconforming performance and request corrections without charge to TCEQ; 17.2.1.1.2. Reject a reimbursement request or suspend further payments, or both, pending accepted revision of the nonconformity; 17.2.1.1.3. Suspend all or part of the Grant Activities or payments, or both, pending accepted revision of the nonconformity; 17.2.1.1.4. Demand restitution and recover previous payments where performance is subsequently determined nonconforming; 17.2.1.1.5. Terminate the Grant without further obligation for pending or further payment by TCEQ and receive restitution of previous payments. 17.2.2. The remedies available to TCEQ in this Grant, are in addition to, and not a limitation of, any rights and remedies available to TCEQ, including otherwise imposed or available, by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Grant Documents. 17.3. Opportunity to Cure. The Performing Party will have a reasonable opportunity to cure its nonconforming performance, if possible under the circumstances. 17.4. Cumulative Remedies. Remedies are cumulative; the exercise of any remedy under this Grant or applicable law does not preclude or limit the exercise of any other remedy available under this Grant or applicable law. 18. Sovereign Immunity The parties agree that this Grant does not waive any sovereign immunity to which either party is entitled by law. 19. Survival of Obligations. Except where a different period is specified in this Grant or applicable law, all representations, indemnifications, and warranties made in, required by or given in accordance with the Grant, as well as all continuing obligations indicated in the Grant, survive for four (4) years beyond the termination or completion of the Grant, or until four (4) years after the end of a related proceeding, whichever is longer. A related proceeding includes any litigation, legal proceeding, permit application, or State Office of Administrative Hearings proceeding, which is brought in relation to the Grant or which in TCEQ's opinion is related to the subject matter of the Grant. Either party shall notify the other of any related proceeding if notice of the proceeding has not been provided directly to that other party. 20. Grant Interpretation and Miscellaneous 20.1. Definitions. 20.1.1. The word "include" and all forms such as "including" mean "including but not limited to" in the Grant and in documents issued in accordance with the Grant, such as Work Orders or Proposals for Grant Activities (PGAs). 20.1.2. The term Grant is used interchangeably with Agreement, agreement, Contract, contract, Grant, or grant, as indicated in the applicable context. 20.1.3. Grant Activities — the entire completed activities or the various separately identifiable parts thereof required to be furnished under the Grant Documents. Page 20 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Grant Activities include administrative activities. Grant Activities may also be referred to as work. 20.2. Headings. The headings of the sections contained in this Grant are for convenience only and do not control or affect the meaning or construction of any provision of this Grant. 20.3. Delivery of Notice. Notices are deemed to be delivered three (3) business days after postmarked if sent by U.S. Postal Service certified or registered mail, return receipt requested. Notices delivered by other means are deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, facsimile transmission, email, or other commercially accepted means. 20.4. Interpretation of Time. All days are calendar days unless stated otherwise. Days are counted to exclude the first and include the last day of a period. If the last day of the period is a Saturday or Sunday or a state or federal holiday, it is omitted from the computation. 20.5. State, Federal Law. This Grant is governed by, and interpreted under the laws of the State of Texas, as well as applicable federal law. 20.6. Severability. If any provision of this Grant is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void or unenforceable, it shall be deemed severable (to the extent of such illegality, invalidity or unenforceability) and the remaining part of the provision and the rest of the provisions of this Grant shall continue in full force and effect. If possible, the severed provision shall be deemed to have been replaced by a valid provision having as near an effect to that intended by the severed provision as will be legal and enforceable. 20.7. Assignment. No delegation of the obligations, rights, or interests in the Grant, and no assignment of payments by Performing Party will be binding on TCEQ without its written consent, except as restricted by law. No assignment will release or discharge the Performing Party from any duty or responsibility under the Grant. 20.8. Venue. Performing Party agrees that the Grant is being performed in Travis County, Texas, because this Grant has been performed or administered, or both, in Travis County, Texas. The Performing Party agrees that any cause of action involving this Grant arises solely in Travis County, Texas 20.9. Public Information. All data and other information developed under this Grant shall be furnished to TCEQ and shall be public data and information except to the extent that it is exempted from public access by the Texas Public Information Act, Texas Government Code Chapter 552. Upon termination of this Grant, all copies of data and information shall be furnished, at no charge to TCEQ, upon request, to include databases prepared using funds provided under this Grant. 20.10. Publication. 20.10.1. At least seven (7) calendar days prior to the publication, release to the media or public, or advertisement of information related to this Grant, the Performing Party agrees to provide a copy of the publication, information to be released, or advertisement to TCEQ for review and comment. Performing Party may make changes in its draft based on TCEQ comments, as it sees fit in its sole discretion. Section 4.2.4 of the Procedures for Proposals for Grant Activities (PGAs) takes precedence over this provision with regard to the items listed in Section 4.2.4 of the Procedures for Proposals for Grant Activities (PGAs). Performing Party agrees not to use any TCEQ logos, graphics, or trademarks or the likenesses of TCEQ employees as an advertisement or endorsement without written permission signed by the appropriate TCEQ authority. 20.10.1.1. The Performing Party has permission to use the TCEQ logo in conjunction with outreach efforts described in this Grant. The Performing Party must follow the TCEQ's logo style guidelines when Page 21 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 using the logo, which can be found on the Web at http://www.tceq.texas.gov/assets/public/comm_exec/logo_style guide. pdf . Electronic files of the TCEQ logo should be obtained from the TCEQ's Agency Communications Division by e -mailing ac@tceq.texas.gov. E-mails should be addressed from the Performing Party's Project Representative and copy the TCEQ Project Representatives, reference use under the Rider 7 grant program, and specify the file formats needed (examples: jpg, tiff). 20.10.2. The Performing Party and the Performing Party's agent, subcontractor, or other representative shall acknowledge the financial support of TCEQ and the State of Texas whenever Grant Activities funded, in whole or part, by this Grant are publicized or reported in news media, or publications, or at public events and meetings. All project signage, reports and other documents completed as a part of this Grant, other than documents prepared exclusively for internal use within TCEQ, shall display the following notation on the sign, or front cover or title page: PREPARED UNDER A GRANT FROM THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY The preparation of this report was financed through grants from the State of Texas through the Texas Commission on Environmental Quality. The content, findings, opinions and conclusions are the work of the author(s) and do not necessarily represent findings, opinions or conclusions of TCEQ. 20.11. Waiver. With the exception of an express, written waiver in the form of a unilateral amendment signed by TCEQ, no act or omission will constitute a waiver or release of Performing Party's obligation to perform conforming Grant Activities. No waiver on one occasion, whether expressed or implied, shall be construed as a waiver on any other occasion. 20.12. Compliance with Laws. TCEQ relies on Performing Party to perform all Grant Activities in conformity with all applicable laws, regulations, and rules and obtain all necessary permits, licenses, and rights of access. 20.13. Counterparts. This Grant may be signed in any number of copies. Each copy when signed is deemed an original and each copy constitutes one and the same Grant. 20.14. Accessibility. All electronic content and documents created as deliverables under this Grant must meet the accessibility standards prescribed in 1 Texas Administrative Code Chapters 206 and 213 for state agency web pages, web content, software, and hardware, unless TCEQ agrees that exceptions or exemptions apply. 20.15. No provision of any standard, specification, guidance manual, code or instruction shall be effective to change the responsibilities of TCEQ or the Performing Party, or any of their subcontractors, consultants, agents, or employees from those in the Grant, nor shall it be effective to assign to TCEQ, any duty or authority to supervise the furnishing or performance of the Grant Activities or other Grant provisions. 20.16. Whenever in the Grant Documents the terms "as ordered," "as directed," "as required," "as allowed," "as approved" or terms of like effect or import are used or the adjectives "reasonable", "suitable," "acceptable," "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of TCEQ as to the Grant Activities, it is intended that such requirement, direction, review or judgment will be solely to evaluate, in general, the completed Grant Activities for compliance with the requirements of and information in the Grant Documents. The use of any such term or adjective shall not be effective to assign to TCEQ any duty or authority to supervise or direct the furnishing or performance of the Grant Activities or other Grant provisions. Page 22 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Cost Budget In the event of a conflict of terms, a completed Cost Budget Form included in a PGA signed by TCEQ and the Performing Party controls over the blank form included in the Grant Documents List, as to that specific PGA. Cooperative Reimbursement Grant for State Agencies and Local Governments 1. Budget. Authorized budgeted expenditures for Grant Activities performed are as follows: Budget Category Cost for Grant Activities to be Performed Salary / Wages $ Fringe Benefits $ Travel $ Supplies $ Equipment $ Contractual $ Construction $ Other $ Indirect Costs $ Total $ 2. Budget Categories. The Budget Categories above have the definitions, requirements and limitations stated in the Uniform Grant Management Standards (UGMS). Construction costs are not reimbursable without prior, specific written authorization from TCEQ. 2.1. Other. If Budget Category "Other" is greater than $25,000 or more than io% of budget total, identify the main constituents: 2.2. Transfers to Zero Dollar Budget Categories. Performing Party must obtain written TCEQ approval prior to transferring amounts to budget categories containing zero dollars. 3. [Reserved] 4. Reimbursement for Indirect Costs 4.1. Indirect Cost Rates- General. Performing Party's indirect costs associated with performing Grant Activities shall be calculated in accordance with UGMS. Page 23 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 4.2. Calculation of Indirect Costs. Performing Party's indirect costs are calculated as: % of (select one base): ❑ Direct salary and fringe benefits; ❑ Modified total direct costs (MTDC); or ❑ Other direct costs base. 4.3. Performing Party's indirect cost rate is equal to or less than: ❑ Federally- approved predetermined rate; ❑ State -approved predetermined rate; ❑ Default rate of io% of MTDC; ❑ Federally -approved fixed rate; ❑ Provisional rate; or ❑ Other. ******End of Cost Budget****** Page 24 of 41 Performing Party: Grant Number: City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 PERSONNEL ELIGIBILITY LIST (PEL) To be submitted with PGA and if there are any changes Date: Staff Name or "Vacant" Position or Title & Role in Performing the Grant Activities Qualifications Indicate if Employee of Performing Party, Independent Contractor, or Employee of Subcontractor Date Added to PEL Date Removed from PEL Page 25 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Notices, Project Representatives and Records Location Grant No. 582-16-60182 1. Representatives. The individual(s) named below are the representatives of TCEQ and Performing Party. They are authorized to give and receive communications and directions on behalf of TCEQ and the Performing Party as indicated below. All communications including official Grant notices must be addressed to the appropriate representatives. 2. Changes in Representatives. Either party may change its representative by unilateral amendment. 3. TCEQ Representatives. All communications must be addressed to TCEQ's Project Representatives, unless otherwise specified in the Grant. TCEQ Project Representatives are identified below: TCEQ CONTRACT SPECIALIST (for Contractual Matters) The Performing Party must provide a copy of all notices to the TCEQ Contract Specialist and the TCEQ Grant Manager. Leslie Schmidt Contract Specialist Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-2934 Facsimile No. (512) 239-1500 E -Mail: leslie.schmidt@tceq.texas.gov TCEQ GRANT MANAGER (for Contractual Matters) Leigh Ann Brunson Grant Manager Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-1903 Facsimile No. (512) 239-1500 E -Mail: leigh ann.brunson@tceq.texas.gov 4. Performing Party Representatives. For Contractual Matters Sharon Bailey Lewis Program Manager City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Telephone No.(361) 826-4066 Facsimile No. (361) 826-4681 E-mail: SharonL@cctexas.com TCEQ PROGRAM COORDINATOR (for Technical Matters) Jocelyn Mellberg Program Coordinator Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-0164 Facsimile No. (512) 239-1500 E -Mail: jocelyn.mellberg@tceq.texas.gov For Technical Matters Sharon Bailey Lewis Program Manager City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Telephone No. (361) 826-4066 Facsimile No.(361) 826-4681 E-mail: SharonL@cctexas.com Page 26 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5. Invoice Submittal. Invoices must be submitted to: Invoice AQD0tceq.texas.gov 6. Designated Location for Records Access and Review. The Performing Party designates the physical location indicated below for record access and review pursuant to any applicable provision of this Grant: 1201 Leopard Street (Street Address) Corpus Christi, Texas 78401 (City / State ZIP) Page 27 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment A: Release of Claims Forms Texas Commission on Environmental Quality Release of Claims hereby releases the Texas Commission on Environmental Quality (TCEQ) and its officers, agents, and employees from any and all future claims arising under or by virtue of TCEQ Grant Number 582-16-60182. The amount being released is Further certifies that all subcontractors, suppliers, employees and any party which has performed or provided service for this Grant have been paid in full and satisfied. All Grant Activities required to be completed under the referenced Grant have been completed. Prompt payment, therefore, of the attached invoice, including any and all funds which may have been "retained" by TCEQ in accordance with said Grant, is requested. Executed on this day of , 20. By: (signature) (name, typed or printed) (title) Grant # 582-16-60182 Beginning Balance Expenses Reimbursed by TCEQ Remaining Balance Being Released Page 28 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Texas Commission on Environmental Quality Release of Claims for Units of Local Government, as defined in the Appropriations Act of the 84th Texas Legislature, Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government hereby releases the Texas Commission on Environmental Quality (TCEQ) and its officers, agents, and employees from any and all future claims arising under or by virtue of TCEQ Grant Number 582-16-60182. The amount being released is Further certifies that all subcontractors, suppliers, employees and any party which has performed or provided service for this Grant have been paid in full and satisfied. All Grant Activities required to be completed under the referenced Grant have been completed. Prompt payment, therefore, of the attached invoice, including any and all funds which may have been "retained" by TCEQ in accordance with said Grant, is requested. Further certifies that it has complied with all requirements in Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government in the Appropriations Act of the 84th Texas Legislature. Executed on this day of , 20. By: (signature) (name, typed or printed) (title) Grant # 582-16-60182 Beginning Balance Expenses Reimbursed by TCEQ Remaining Balance Being Released Page 29 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment B: Financial Status Report (Form 269a/ TCEQ Form 20248) and Supplemental Financial Status Report forms (Supplemental Form 269a/TCEQ Form 20248-1 through 20248-4) Page 30 of 41 City of Corpus Christi TEXAS COMMISSION ON ENVIRONMENTAL QUAL1tWer 7 Local Air Quality Planning Grant RIDER 7 AIR QUALITY PLANNING GRANT PROGRAM Contract # 582-16-60182 FINANCIAL STATUS REPORT -- FORM 269a 1. STATE AGENCY ORGANIZATION TO WHICH REPORT IS SUBMITTED: Submit with invoice to Invoice_AQD@tceq.texas.gov 2. GRANT TITLE: RIDER 7 LOCAL AIR QUALITY PLANNING GRANT 3. PAYEE IDENTIFICATION NUMBER: 4. RECIPIENT ORGANIZATION (NAME AND COMPLETE ADDRESS) 5.a. TCEQ GRANT NUMBER: 5.b. PGA NUMBER: 6. FINAL REPORT YES NO 7. ACCOUNTING BASIS CASH ACCRUAL 8. TOTAL GRANT PERIOD 9. PERIOD COVERED BY THIS REPORT FROM: TO: FROM: TO: 10. BUDGET CATEGORIES APPROVED BUDGET PROJECT COST THIS REPORT* CUMULATIVE PROJECT COST BALANCE A. PERSONNEL/SALARY $0.00 $0.00 B. FRINGE BENEFITS $0.00 $0.00 C. TRAVEL $0.00 $0.00 D. SUPPLIES $0.00 $0.00 E. EQUIPMENT $0.00 $0.00 F. CONTRACTUAL $0.00 $0.00 G. CONSTRUCTION $0.00 $0.00 H. OTHER $0.00 $0.00 I. TOTAL DIRECT COSTS (sum A -H) $0.00 $0.00 J. INDIRECT COSTS $0.00 $0.00 K. TOTAL (sum I and 3) $0.00 $0.00 *List (itemize) on the appropriate supplemental form, a Please attach documentation, as required in accordance I component expenses comprising the total cost for each of these categories. with the conditions of your Grant and this FSR. 11. Indirect Expenses a. Rate b. Period From c. Period To d. Base e. Amount Charged f. Total of Indirect Expenses: Page 31 of 41 12. ADVANCED FUNDS y JI 11JUo ...I II WLI 13. INTEREST EARNESlider 7 Local Air Quality Planning Grant Ccntr ct # 582-16-60182 A. ADV. FUNDS THIS PGA: A. INTEREST EARNED THIS PERIOD: B. ADV. FUNDS SPENT THIS PERIOD: B. INTEREST PREVIOUSLY EARNED: C. ADV. FUNDS SPENT PREVIOUSLY: C. CUMULATIVE INTEREST EARNED: $0.00 D. ADV. FUNDS REMAINING: $0.00 14. CERTIFICATION: I CERTIFY TO THE BEST AND THAT ALL OUTLAYS, CASH RECEIPTS, AWARD DOCUMENTS. I AM AWARE THAT CIVIL PENALITES. SIGNATURE OF AUTHORIZED OFFICIAL TYPED NAME AND TITLE: TELEPHONE: OF MY KNOWLEDGE AND BELIEF THAT THIS REPORT IS TRUE, COMPLETE, AND CORRECT AND UNLIQUIDATED OBLIGATIONS ARE FOR THE PURPOSES AND INTENT SET FORTH IN THE ANY FALSE, FICTITIOUS, OR FRADULENT INFORMATION MAY SUBJECT ME TO CRIMINAL OR DATE SUBMITTED: Page 32 of 41 ITEMIZATION OF EQUIPMENT AND CONTRACTUAL COSTS (Form 20248-1) EQUIPMENT PURCHASES (DURING THIS REPORT PERIOD) y of corp Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 NUMBER PURCHASED ITEM DESCRIPTION (SHOULD MATCH DESCRIPTION PROVIDED FOR APPROVAL) (INCLUDE THE SERIAL NUMBER IF APPLICABLE) UNIT COSI) TOTAL COST TASKS TOTAL EQUIPMENT EXPENDITURES (MUST AGREE WITH LINE 10E ON FORM 20248) CONTRACTUAL EXPENSES (DURING THIS REPORT PERIOD) $0.00 SUBCONTRACTOR (NAME) FOR (ACTIVITIES PERFORMED) DATES(S) PERFORMED COST (THIS PERIOD) TASKS TOTAL CONTRACTUAL EXPENSES (MUST AGREE WITH LINE 1OF ON FORM 20248) $0.00 List all contractual costs either incurred or paid during the period (depending on type of accounting method). liW Page 33 of 41 ITEMIZATION OF CONSTRUCTION COSTS (Form 20248-2) CONSTRUCTION COSTS (DURING THIS REPORT PERIOD) City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 DESCRIPTION PURPOSE COST (THIS PERIOD) TASKS TOTAL CONSTRUCTION EXPENDITURES (MUST AGREE WITH LINE 10G ON FORM 20248) $0.00 LEGIBLE RECEIPTS MUST BE ATTACHED TO THIS FORM FOR EACH LISTED ITEM OR EXPENDITURE. Page 34 of 41 ITEMIZATION OF SUPPLY AND OTHER COSTS (Form 20248-3) SUPPLIES PURCHASED (DURING THIS PERIOD) City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 NUMBER PURCHASED ITEM DESCRIPTION- Provide enough information to enable the TCEQ to determine the allowability of the cost. UNIT COST TOTAL COST TASKS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL SUPPLY EXPENDITURES (MUST AGREE WITH LINE 10D ON FORM 20248) $0.00 OTHER EXPENDITURES (DURING THIS REPORT PERIOD) NUMBER PURCHASED ITEM DESCRIPTION- Provide enough information to enable the TCEQ to determine the allowability of the cost. UNIT COST TOTAL COST TASKS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL OTHER EXPENDITURES (MUST AGREE WITH LINE 10H ON FORM 20248) $0.00 Page 35 of 41 ITEMIZATION OF PERSONNEL/SALARY AND TRAVEL COSTS (Form 20248-4) PERSONNEL/SALARY EXPENDITURES (DURING THIS REPORT PERIOD) City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 EMPLOYEE NAME TITLE/POSITION SALARY (THIS PERIOD) TASKS A. Personnel/Salary TOTAL TRAVEL EXPENDITURES (MUST AGREE WITH LINE 10C ON FORM 20248) $0.00 All Personnel listed on current PEL? Yes No B. Fringe Benefit Rate: (average) Total for the Reporting Period: $ (Do not include fringe in total at right) TOTAL PERSONNEL/SALARY EXPENDITURES (MUST AGREE WITH LINE 10A ON FORM 20248) $0.00 TRAVEL EXPENDITURES (DURING THIS REPORT PERIOD) EMPLOYEE NAME AND TITLE/POSITION DATE(S) OF TRAVEL DESTINATION & REASON FOR TRAVEL COST (THIS PERIOD) TASKS TOTAL TRAVEL EXPENDITURES (MUST AGREE WITH LINE 10C ON FORM 20248) $0.00 Page 36 of 41 City of Corpus Christi Financial Status Report Preparation Instructi R) r 7 Local Air Quality Planning Grant Contract # 582-16-60182 1. A. The PERFORMING PARTY, in order to obtain reimbursement (or justify costs applied to advance payments) for expenditures authorized under this Grant , shall submit a completed, legible TCEQ Financial Status Report (TCEQ Form 20248) and any required TCEQ Supplemental 20248 forms. Each Financial Status Report shall indicate, for each budget sub -category, the PERFORMING PARTY'S project expenditures for the period in question, the cumulative expenditures with respect to each budget sub -category, and the balance remaining in each budget sub -category following reimbursement of the amount being requested. A quarterly Financial Status Report is required even if no expenses were incurred during the report period. B. Section 11: lla Rate- Enter the indirect cost rate in effect during the reporting period. 11b and c Period From; Period To- Enter the beginning and ending effective dates for the use of the rate under this Grant. 11d Base- Enter the amount of the base against which the rate was applied. lle Amount Charged- Enter the amount of indirect costs charged during the time period specified. (Multiply 11a. x lld.) 11f Total- Enter the total of the amount(s) in column 11e. 2. All requests for reimbursement of expenditures that fall within either the "Equipment" or "Contractual" categories of the Proposal for Grant Activities (PGA) Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-1 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 3. All requests for the reimbursement of expenditures that fall within the "Construction" category of the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-2 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 4. All requests for the reimbursement of expenditures that fall within either the "Supply" or "Other" categories of the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-3 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 5. All requests for reimbursement of expenditures that fall within either the "Personnel/Salary" or "Travel" categories of the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-4 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 6. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not breakdown that particular expenditure by specific PGA task or objective but may simply identify, in relative cost order, the various tasks or objectives supported. 7. Documentation- Submission. In addition, the PERFORMING PARTY shall submit, for each reimbursable cost listed on any of the FSR forms, legible documentation that (1) serves to further identify the specific cost, (2) clearly identifies the vendor or contractor who provided the materials or services, and (3) that confirms the reimbursable amount listed on the form. This requirement does not apply to "Personnel/Salary" or "Fringe Benefits". For "Equipment" purchases, the documentation shall be either a purchase order marked "received/paid" or a vendor -submitted invoice similarly marked. For "Contractual" purchases, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous invoices. For "Contruction" costs, the documentation shall be either a purchase order marked "received/paid" or an invoice similarly marked. In the case of contractor provided construction services, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous invoices. For any single -listed item or service costing more than $500 under "Supply" or "Other" costs, the PERFORMING shall provide the following documentation: Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of information. The PERFORMING PARTY shall not intentionally break up single orders of identical or similar items, materials or supplies simply for the purpose of avoiding the above requirement to provide confirming documentation when submitting reimbursement requests to the TCEQ. With respect to employee "Travel", the documentation shall substantiate the reported reimbursable costs and include the following: name of the traveler; travel location; travel date(s); receipts; agenda for meeting or conference attended, if applicable; and legible copies of the PERFORMING PARTY -approved travel vouchers signed by the employees who traveled, if applicable. Each traveler's costs must be itemized to show costs for meals, lodging and transportation (mode and cost of transportation) (Miles X Rate). For "Personnel/Salary", the documentation shall include the name of the personnel, hourly rate, total cost, amount of time the personnel performed activities under the PGA and the total amount of time worked for the period. PERFORMING PARTY is expected to maintain signed time sheets that can serve to verify the total, overall hours of staff time being directly billed to a PGA under this Grant. Page 37 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment C: Budget Revision Request Form RIDER 7 BUDGET REVISION REQUEST FORM Page 38 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 RIDER 7 BUDGET REVISION REQUEST FORM Purpose: To document recipient organization's budget changes to ensure project deliverables are met and fiscal accountability. Instructions: Complete this form. Certain cells of the spreadsheet contain formulas that perform automatic calculations. 1. RECIPIENT ORGANIZATION (Name & Complete Address Including Zip Code): 2. GRANT/CONTRACT TITLE: 3. PAYEE IDENTIFICATION NUMBER: 4. TCEQ CONTRACT NUMBER: 582- 5. TOTAL PROJECT/GRANT PERIOD: 6. BUDGET CATEGORIES: 7. Approved Budget 8. Reduction in Source Line Items (DO NOT FORMAT AS NEGATIVE NUMBERS) 9. Increase in Destination Line Items 10. New or Revised Budget a. Personnel/Salaries $0.00 b. Fringe Benefits $0.00 c. Travel $0.00 d. Supplies $0.00 e. Equipment $0.00 f. Contractual $0.00 g. Construction $0.00 h. Other $0.00 i. Total Direct Costs (sum a - h) (for items 7 & 10) or total change in direct costs (for items 8 & 9) $0.00 $0.00 $0.00 $0.00 j. Indirect Costs k. Total (sum i & j) $0.00 $0.00 I. Percent Change: #DIV/0! Justification* (Attach additional sheets, if necessary): *If this Budget Revision Request (BRR) contains a change in the indirect cost rate, complete Sheet 2 and include with the BRR. Budget Revision Request must contain all signatures to be valid. Is the cumulative transfer 10% or less of half of the total budget? If so, you do not have to obtain pre -approval of the transfer. Send in this signed form with your invoice. The 10% limit does not reset until an amendment is signed by the parties to reflect changes to the budget; i.e. continue to include revisions and increases in the above table until the change is above Yes No 10% and an amendment is done to change the budget. Signature of Recipient's Representative Date Typed or Printed Name and Title Signature of TCEQ Program Coordinator Date Typed or Printed Name and Title Signature of TCEQ Grant Manager Date Typed or Printed Name and Title Form Updated 5/2015 for Rider 7 Grants Page 39 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Sheet 2 of RIDER 7 BUDGET REVISION REQUEST FORM Indirect Cost Rate Change Calculation of Indirect Costs. Performing Party's indirect costs are calculated as: % of (select one base- place "X" before item): Direct salary and fringe benefits Modified total direct costs (MTDC) Other direct costs base- use of this option must be approved by a specialist in the TCEQ Financial Administration Division. If other direct cost base, explain here: Performing Party's indirect costs are calculated under UGMS as a (select one- place "X" before item; see definitions in the Cost Budget): Federally -approved predetermined rate State -approved predetermined rate Default rate of 10% Federally -approved fixed rate Provisional rate Other. - Use of this option must be approved by a specialist in the TCEQ Financial Administration Division If Other, explain here: Form Updated 5/2015 for Rider 7 Grants Page 40 of 41 City of Corpus Christi Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment D: Progress Report Template Quarterly Progress Report for the Texas Commission on Environmental Quality Date: Rider 7 Area: PGA Number: Reporting Period: List of Tasks Completed: Status table (add rows as necessary to cover all PGA tasks): Task Number Deliverable Due Date Total Amount Allocated for Task Remaining Allocation for Task Cost of Task this Quarter Percent of Task Completed Sections below must be completed for every task and subtask (i.e. Task 1.1, Task 2.1, Task 2.2, etc.). If there was no activity, then please state "None" in the Milestones, and "No activity for this period" and the reason under the Detailed Summary section. Task 1.1: Milestones: Detailed Summary: Technical and Logistical Problems and Solutions: Task 2.1: Milestones: Detailed Summary: Technical and Logistical Problems and Solutions: Page 41 of 41 AGENDA MEMORANDUM First Reading Ordinance for the September 29, 2015 City Council Meeting Second Reading Ordinance for the October 13, 2015 City Council Meeting DATE: September 24, 2015 TO: Ronald L. Olson, City Manager FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Amendment to City Code regarding Ad Hoc Committees CAPTION: Ordinance amending Section 2-67 of the Code of Ordinances regarding limitations on committee appointments. PURPOSE: The purpose of the ordinance is to amend the city code so that service on an ad hoc committee does not prohibit appointment to or service on another City board, commission, or committee. BACKGROUND AND FINDINGS: At the September 22, 2015 Council meeting, the City Council made a motion directing staff to amend the city code to allow for this exception to the code, primarily because an ad hoc committee is formed to address a particular issue and is not considered to be a standing committee. ALTERNATIVES: The Council could choose not to amend the code. CONFORMITY TO CITY POLICY: Conforms to the City Code. ONE READING / TWO READING ITEM: Two -reading item. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Q Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): N/A Comments: None RECOMMENDATION: Approve the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 1 Ordinance amending Section 2-67 of the Code of Ordinances regarding limitations on committee appointments Whereas City Council Policy No. 10 adopted by Resolution 21901 provides that the City Council may appoint ad hoc committees as needed to assist the Council in its business; Whereas, an ad hoc committee is a committee formed to address a particular issue and is typically not considered to be a standing committee of the City; Whereas, City Council Policy No. 19 provides that all members to City Council ad hoc committees will be appointed by the Mayor or a majority of the Council; Whereas Section 2-67 of the City Code of Ordinances provides that no person shall be appointed to serve on more than one committee of the City at the same time; Whereas, the Council desires to modify Section 2-67 so that service on an ad hoc committee does not prohibit appointment to another City board, commission or committee Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That City Code of Ordinances, Chapter 2, Administration, Article IV, Miscellaneous Boards, Commissions and Committees, Division 1, Generally, Section 2- 67 Limitations on appointments, is revised regarding service on ad hoc committees. The deleted text is shown in strike -through text and the new text shown in underlined text as follows: "Sec. 2-67. - Limitations on appointments. (a) No person may serve as a voting member of a board, commission, or committee of the city for a period longer than six (6) years consecutively unless such service is required by virtue of the person's position or title as the result of employment or to complete an unexpired term. No person may be reappointed to the same board, commission, or committee after having been appointed to terms that would provide for six (6) consecutive years of service as a voting member unless the person has not served on that board, commission, or committee for a period of twelve (12) months. No person shall be appointed by the mayor or city council to serve on more than one (1) board, commission or committee of the city at the same time unless required by charter, statute or other ordinance, said committee is an ad hoc committee, or when such service is required by virtue of the individual's position or title as the result of employment. The foregoing limitations do not apply to the appointment of advisory, nonvoting members to a board, commission or committee of the city. Any such advisory, nonvoting member appointed to a board, commission or committee of the city is prohibited from serving as an elected or appointed officer of the board, commission or committee to which such person has been appointed. C:\Users\ GRAN IC-1\AppData\Local \Temp\BCL Technologies\easyPDF 7\@BCL@90051 FC2\@BCL@90051 FC2.docx 2 (b) All board, commission, and committee appointments will be presented to the city council by the city secretary no earlier than thirty (30) days before a term expires unless required by law. (c) No board, commission, or committee appointment will be made during the period thirty (30) days prior to a city council election and extending to the taking of office for the newly elected council. (d) Provisions (b) and (c) apply to all appointments made by city council and are not inclusive of only city board, commission, or committee appointments." SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This ordinance shall take effect upon final City Council approval. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas That the foregoing ordinance was read for the second time and passed finally on this the day of , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas C:\Users\GRAN1C-1\AppData\Local\Temp\BCL Technologies\easyPDF 7\@BCL@90051 FC2\@BCL@90051 FC2.docx 3 PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor C:\Users\GRAN1C-1\AppData\Local\Temp\BCL Technologies\easyPDF 7\@BCL@90051 FC2\@BCL@90051 FC2.docx AGENDA MEMORANDUM Future Item for the City Council Meeting of September 29, 2015 Action Item for the City Council Meeting of October 13, 2015 DATE: September 24, 2015 TO: Ronald L. Olson, City Manager FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Amendment to Council policies regarding Ad Hoc Committees CAPTION: Resolution amending Council Policy No. 14 of the Code of Ordinances regarding limitations on committee appointments. PURPOSE: The purpose of the resolution is to amend the council policies so that service on an ad hoc committee does not prohibit appointment to or service on another City board, commission, or committee. BACKGROUND AND FINDINGS: At the September 22, 2015 Council meeting, the City Council made a motion directing staff to amend the city code to allow for this exception to the code, primarily because an ad hoc committee is formed to address a particular issue and is not considered to be a standing committee. This requirement is found in Section 2-67 of the Code of Ordinances and Council Policy No. 14. This resolution amends Council Policy No. 14. ALTERNATIVES: The Council could choose not to amend the policy. CONFORMITY TO CITY POLICY: Conforms to the City Code. ONE READING / TWO READING ITEM: One -reading item. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): N/A Comments: None RECOMMENDATION: Approve the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution amending City Council Policy No. 14 regarding limitations on committee appointments Whereas City Council Policy No. 10 adopted by Resolution 21901 provides that the City Council may appoint ad hoc committees as needed to assist the Council in its business; Whereas, an ad hoc committee is a committee formed to address a particular issue and is typically not considered to be a standing committee of the City; Whereas, City Council Policy No. 10 provides that all members to City Council ad hoc committees will be appointed by the Mayor or a majority of the Council; Whereas Section 2-67 of the City Code of Ordinances and City Council Policy No. 14 provides that no person shall be appointed to serve on more than one committee of the City at the same time; Whereas, the Council desires to modify City Council Policy No. 14 so that service on an ad hoc committee does not prohibit appointment to another City board, commission or committee; Be it resolved by the City Council for the City of Corpus Christi, Texas: SECTION 1. That Council policy No. 14 which was last amended by Resolution No. 029888 is revised regarding service on ad hoc committees. The deleted text is shown in strike -through text and the new text shown in underlined text as follows: "14. - Boards, commissions, and committee procedures. All individuals considered for appointment by the City Council to a Board, Commission, or Committee must have a resume or biographical information sketch on file in the office of the City Secretary. All vacancies must be listed on a City Council agenda in order for appointments to be made. Any Council Member can nominate persons to fill vacancies, except where the law requires nomination by the Mayor or City Manager. Each appointment must receive a majority vote of the Council Members present and voting. No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time unless required by charter, statute, or other ordinance, said committee is an ad hoc committee, or when such service is required by virtue of the individual's position or title as the result of employment or when such appointment involves the Mayor or Council Members. The following rules and procedures will govern standing City Boards, Commissions, and Committees: a. City Council Members may be appointed as liaison contacts to the City's Boards, Commissions, and Committees, as well as other Committees the Council makes appointments to, in order to facilitate communications. Appointments will be by the Mayor or a majority of the Council. b. City Boards, Commissions, and Committees will provide annual reports of their respective activities. Such annual reports will be for the calendar year and will be due no later than January 15th of each year for the prior calendar period. Each City Board, Commission, and Committee will be provided an opportunity, if requested, to be placed on the City Council agenda for presentation of their annual report. c. Board, commissions, or committees with rule making or quasi-judicial authority are covered by the Texas Open Meetings Act and shall comply therewith. Other boards, commissions, and committees are directed to follow the Open Meeting Act except as inconsistent with these procedures or other ordinance or directive of the Council, and failure to comply with the Act may be grounds for sanction by the Council, in its discretion. No closed session may be held without receiving advice from the City Attorney. d. Orientation manuals will be prepared and provided to all new appointees to the City's Boards, Commissions, and Committees. Orientation sessions by the Chairpersons and/or staff liaison are encouraged. e. Meetings will be held in meeting rooms nearest support staff whenever possible. f. Agendas will follow a standard one-page format. g. All Boards, Commissions, and Committees shall keep minutes of all meetings thereof. Minutes will be limited to a one-page summary when possible. The presiding officer at such meeting shall designate an acting secretary in the absence of the regular secretary of any of such bodies to discharge such duty. A copy of the minutes of the proceedings of every such meeting shall be promptly forwarded to the City Manager for his information. Minutes will be filed in the office of the City Secretary for City Council and public review. h. Regular times for meetings will be established, when possible, to avoid staff overtime. i. Chairpersons will be advised of meeting costs involved and the need to reduce costs and expedite meeting times when possible. j. Ad hoc and subcommittees will meet without staff support when possible. k. No City board, commission, or committee shall appoint persons outside its membership as advisors or to subcommittees, ad hoc committees or other accessory entities, without prior approval of the City Council. I. Recommendations for appointments will be solicited from the affected Boards, Commissions, and Committees only for the following: City Council Youth Advisory Committee; Commission on Children & Youth; Committee for Persons with Disabilities; Community Youth Development (78415); Food Service Advisory Committee; Leadership Committee for Senior Services; Oil & Gas Advisory Committee; Retired and Senior Volunteer Program Advisory Committee; Senior Companion Program Advisory Committee; and Tree Advisory Committee. m. No person may serve as a voting member of a board, commission, or committee of the City for a period longer than six (6) years consecutively unless such service is required by virtue of the person's position or title as the result of employment or to complete an unexpired term. No person may be reappointed to the same board, commission, or committee after having been appointed to terms that would provide for six (6) consecutive years of service as a voting member unless the person has not served on that board, commission, or committee for a period of twelve (12) months. The foregoing limitations do not apply to the appointment of advisory, nonvoting members to a board, commission, or committee of the City. Any such advisory, nonvoting member appointed to a board, commission, or committee of the City is prohibited from serving as an elected or appointed officer of the board, commission, or committee to which such person has been appointed. n. Unexcused absences from more than twenty-five (25) percent of regularly scheduled meetings during a term year on the part of any board, committee, or commission member shall result in an automatic vacancy, which vacancy shall be promptly reported to the City Council. An absence shall be deemed unexcused unless excused by the board, committee, or commission for good cause no later than its next meeting after the absence. Any member, otherwise eligible, shall not be precluded from reappointment by reason of such automatic vacancy. o. All members of City Boards, Commissions, and Committees must be residents of the City. A member of a City Board, Commission or Committee may file as a candidate for nomination or election to any non -city public office. Upon the election or appointment to a non -city public office or upon the filing as a candidate for any P. q. position under this Charter, such Board, Commission or Committee member shall forfeit his or her position. All board, commission, and committee appointments will be presented to the City Council by the City Secretary no earlier than ninety (90) days before a term expires unless required by law. r. No board, commission, or committee appointment will be made during the period thirty (30) days prior to a city council election and extending to the taking of office for the newly elected council. s. Provisions q and r hereinabove apply to all appointments made by City Council and are not inclusive of only City boards, commissions, or committee appointments." ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Nelda Martinez Mayor of , 2015 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn AGENDA MEMORANDUM City Council Meeting of September 29, 2015 DATE: September 29, 2015 TO: Ronald L. Olson, City Manager FROM: Kim Womack, Director Communication, Media Relations & E -Government Kimw@cctexas.com (361) 826-3211 Communication Update STAFF PRESENTER(S): Name 1. Kim Womack 2. 3. OUTSIDE PRESENTER(S): Title/Position Director Department Communication Name Title/Position Organization 1. None 2. 3. BACKGROUND: The Communication Department has undergone a reorganization which began in August of 2014. The reorganization included a new mission and combined resources including the Customer Call Center, Print Shop, Social Media, Website, Media Relations and Video Operations. This update is to provide City Council with progress regarding improvements in City communication. The last update was June, 19, 2015. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Communication Update INFORMAL STAFF REPORT MEMORANDUM To: Ron L. Olson, City Manager Thru: Margie C. Rose, Deputy City Manager From: Kim Womack, Communication Director Date: September 29, 2015 Subject: Communication Department Update Issue/Problem The Communication Department underwent a reorganization in August of 2014. The second update is scheduled for an upcoming City Council meeting and this memo provides additional background prior to the update. Background & Findings The Communication Department reorganization started with a new mission and combining resources to include the Customer Call Center, Print Shop, Social Media, Website, Media Relations and Video Operations. The development of a Three Year Strategic Plan, Annual Business Plan and 100 Day Plan guide the current work of the department. Some of highlights of progress by division since the last update include: • Multimedia Division o Social media native video experiment resulting in over 8,000 views of one video. o IceRays partnership to rebroadcast one game a week. o Addition of the Metropolitan Planning Organizations (MPO) meetings for broadcast and replay. o Studio renovation progressing quickly with potential action in October. • Media Relations o Emergency communication focus (utilities, weather). o Media interaction continues to increase. o Ask the City KIII segment on September 21, 2015. o Let's Talk Corpus Christi events successful (next event October 21, 2015). o Spanish language resource expansion with newly filled vacant position. o Special events (ribbon cutting, signing ceremony). • Customer Call Center o Upgraded the telephone payment system. o Essential part of the INFOR utility billing system implementation. o Minor mobile application updates. o Advertising placement promoting app usage. Conclusion The results continue to illustrate citizens are receptive to engaging with the City. Staff is dedicated to improving communication and entering year two of the strategic communication plan. Communication Update Council Presentation September 29, 2015 Foundation Mission - Proactively shape positive opinions about the City. - Communicate accurate information in a timely way to the public and workforce on key City issues. - Lead the way on Citizen Engagement and two-way communication process. - Lead the way on Customer Service and resolution of citizen concerns and requests for service. Progress - Multimedia LEFT TORN YIELD ON FLASK G Video Operations • Social media native video • AT&T expansion • Ice Rays partnership • Metropolitan Planning Organization meetings Television Studio • Studio design complete • Bids in progress • Technology scope complete Print Shop • Safety upgrades 80% complete • Right sizing of equipment • Pricing assessment • Software implementation Progress - Media Relations Messaging & Content • Communication planning • Media interaction 450 • Spanish language 400 Citizen Engagement 350 • Let's Talk events 300 • Website contract 250 • Public meetings 200 • Online newsroom 150 • Ask the City Segment 100 Communication Collaboration 50 • Emergency operations 0 • Labor negotiations • Mirador event • Signing ceremony Media Assistance 414 168 134 14 IIIii Caller KRIS KZTV KIII KORO Represents 6 months data 4 Progress - Customer Call Center Operational • Break room functional upgrade • Upgrade telephone payment system • Upcoming internal department assessment Work Order Processing • Collaboration within department • Training updates • INFOR implementation assistance Mobile Application Processing • Minor updates to apps • Promoting app usage On-going Success Citizen Engagement* • Twitter followers up 48 % • YouTube content up 306% • YouTube subscribers up 400% • Over 60,000 Call Center calls Website • Online newsroom launch • Website redesign contract • 1.7 million unique visitors Staffing • Addition of Spanish resources • Graphic design depth * Calculations are based on October 1, 2014 data Questions 5,000 Foliowers! Thank you for following! @cityofcc