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HomeMy WebLinkAboutAgenda Packet City Council - 05/16/2017 Corpus Christi 1201 Leopard Street - f' Corpus Christi,TX 78401 i cctexas.com Meeting Agenda - Final City Council Tuesday, May 16,2017 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. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. 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. Any electronic media (e.g. CD, DVD, flash drive)that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Si Usted desea dirigirse al Concilio y cree que su ingl6s 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 Pro Tem Lucy Rubio to call the meeting to order. B. Invocation to be given by Pastor Rob Bailey, Southside Community Church. C. Pledge of Allegiance to the Flag of the United States to be led by Joey Gold, W. B. Ray High School Senior, Navy Junior Reserve Officers Training Corps. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 17-0605 Proclamation declaring May 15-21, 2017, "National Salvation Army Week". Proclamation declaring May 18, 2017, "Dr. Hector P. Garcia & Dr. Cleo Garcia, American GI Forum Chapters of Texas, 'Stand Up for Veterans', 6th Annual Scholarship Awards Banquet". Proclamation declaring May 19, 2017, "Bike to Work Day", May 15-19, 2017, "Bike to Work Week" and May 2017, "National Bike Month". Proclamation declaring May 2017, "Motorcycle Safety & Awareness Month". Corpus Christi Page 1 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Swearing-In Ceremony for Newly Appointed Board, Commission and Committee Members. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER G. MINUTES: 2. 17-0609 Regular Meeting of May 9, 2017 and Workshop of May 4, 2017. Attachments: Minutes- May 9, 2017 Minutes- May 4, 2017.pdf H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. 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. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Corpus Christi Page 2 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 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. K. CONSENT AGENDA: (ITEMS 3 - 14) 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 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. 17-0508 Supply Agreement for Aggregate Trap Rock for the City's Street Seal Coat Program Motion authorizing City Manager, or designee, to execute a supply agreement with Vulcan Construction Materials, LLC, of San Antonio, Texas for the purchase of aggregate trap rock in response to Request for Bid No. 938 based on the lowest, responsive, responsible bid for a total amount not-to-exceed $243,720.00, with an estimated expenditure of$81,240.00 in FY2016-2017 and funded by the Street Fund. The term of the agreement is for one year with an option to extend for up to two additional one-year periods, subject to the sole discretion of the City. Attachments: Agenda Memo-Aggregate Trap Rock Bid Tab-Aggregate Trap Rock Agreement -Aggregate Trap Rock Form 1295.pdf 4. 17-0541 Resolution to intervene in AEP's filing at the Public Utility Commission for an amendment to its Distribution Cost Recovery Factors Resolution of the City of Corpus Christi, Texas authorizing intervention in the Public Utility Commission of Texas Docket No. 47015 regarding Corpus Christi Page 3 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 AEP Texas Inc.'s application to amend its distribution cost recovery factors to increase distribution rates within the City; finding that the City's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. Attachments: Agenda Memo-2017 AEP Resolution -2019 AEP Texas (Docket No. 47015) 5. 17-0552 Reimbursement Resolution for Bond 2016 General Obligation Bonds Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of tax-exempt obligations to be issued by the City for authorized purposes in an amount not to exceed $18,350,000; authorizing other matters incident and related thereto; and providing an effective date. Attachments: Agenda Memo- Reimbursement Resolution for Bond 2016 Reimbursement Resolution - Bond 2016 6. 17-0527 Second Reading Ordinance - Rezoning property located at 3825 County Road 69 (1st Reading 5/9/17) Case No. 0317-06 Prosperity Bank: A change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. The property to be rezoned is described as a 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, located on the west side of Hazel Bazemore Parkway (County Road 69) between Northwest Boulevard (FM 624) and Riverway Drive. Planning Commission and Staff Recommendation (April 5, 2017): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Prosperity Bank ("Owner"), by changing the UDC Zoning Map in reference to a 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; amending Plan CC to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo-0317-06 Prosperity Bank Ordinance 0317-06 Prosperity Bank Zoning Report-0317-06 Prosperity Bank Corpus Christi Page 4 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Aerial Maps 0317-06 Prosperity Bank 7. 17-0532 Second Reading Ordinance -Amending the Urban Transportation Plan by removing the proposed extension of Delgado Street between Greenwood Drive and Castenon Street (1st Reading 5/9/17) Ordinance amending the Urban Transportation Plan Map of MobilityCC, a transportation element of the comprehensive plan of the City of Corpus Christi (the "City"), by deleting the proposed extension of Delgado Street, between Greenwood Drive and Castenon Street; amending related elements of the comprehensive plan of the City; providing for severance; and providing for publication. Attachments: Agenda Memo UTP Delgado Ordinance UTP Delgado Presentation - Delegado Street UTP Amendment Planning Commission revised 8. 17-0540 Second Reading Ordinance -Accepting and appropriating funds for the FY 2016 Operation Stonegarden Grant Program within the Police Department (1st Reading 5/9/17) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$310,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border-security risk; and appropriating the $310,000 in the No. 1061 Police Grants Fund. Attachments: Agenda Memo-accept Operation Stonegarden 05.09.2017 Ordinance -Operation Stonegarden -2017 Grant award document 9. 17-0557 Second Reading Ordinance -Accepting and appropriating grant funds for the FY 2017 Click It Or Ticket Program within the Police Department (1st Reading 5/9/17) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$27,964.96 from the State of Texas, Department of Transportation for the FY2017 Click It Or Ticket program grant; and appropriating the $27,964.96 in the No. 1061 Police Grants Fund. Attachments: Agenda memo accept CIOT 05.09.2017 Ordinance -Click it or Ticket 2017 Award -2017-CorpusPD-CIOT-00044 Corpus Christi Page 5 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 10. 17-0478 Second Reading Ordinance -Accepting and appropriating funds for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness (CPS-LRN-PREP) grant within the Health Department(1st Reading 5/9/17) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness (CPS-LRN-PHEP) grant in the amount of$201,123.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2017, through June 30, 2018. Attachments: Agenda Memo (LRN-PHEP Grant Contract 537-18-0147-00001)f7-1-2017 to 7- Ordinance - LRN-PHEP Grant(7-1-2017 to 7-1-2018)(c)4-7-2017 Contract-CPS LRN-PHEP Grant Contract No. 537-18-0147-0001 (7-1-2017 to 11. 17-0479 Second Reading Ordinance -Accepting and appropriating funds for grant amendment for the Women, Infant and Chilldren's Nutrition Program (WIC) grant within the Health Department(1st Reading 5/9/17) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an amendment to a grant contract for the Women, Infant and Children's Nutrition Program (WIC) grant in the amount of$1,012,631.00, increasing the total amount to $2,025,262.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide funds for the WIC program for the amended contract period October 1, 2016, through September 30, 2018; appropriating the increased grant amount; and ratifying acceptance of the grant agreement to begin February 15, 2017. Attachments: Agenda Memo-WIC Grant 10-1-2017 to 10-1-2018-DRAFT(a)4-24-2017 Ordinance -WIC FY18 grant WIC Grant Contract No. 2017-049800-001A(10-1-2017 to 10-1-2018)-Pending 12. 17-0525 Second Reading Ordinance - Closing a portion of a utility easement located at 3733 South Port Avenue (1 st Reading 5/9/17) Ordinance abandoning and vacating a 268-square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave. and requiring the owner, Nueces County Health and Retardation Community Center, to comply with the specified conditions. Corpus Christi Page 6 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Attachments: Agenda Memo Ordinance with Exhibits Aerial Maps-Great Gulf Corp 13. 17-0492 Second Reading Ordinance -Appropriating funds bequeathed from Paralee Price estate for Library (1st Reading 5/9/17) Ordinance appropriating $20,000 bequeathed from Paralee Price into the Library Grants fund No 1068 to provide the opportunity for all children to have access to cost-free educational materials at Corpus Christi Public Libraries; and appropriating $5,000 bequeathed from Paralee Price into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland library branch. Attachments: Agenda Memo- Paralee Price Bequeath $25,000 Ordinance - Paralee Price Bequeath - 2017 Certification of funds$25,000 bequeathed from Paralee 14. 17-0556 Second Reading Ordinance - Creation of new Industrial District Agreement for Basic Equipment Co. Owned Property (1st Reading 5/9/17) Ordinance disannexing from the City of Corpus Christi, Texas, an approximately 3.41-acre tract of land owned by Basic Equipment Company and located in Nueces County; adjusting the City boundaries; amending Ordinance no. 029958 by adjusting the boundary of the City's Industrial District No. 1 to include the disannexed tract; authorizing the City Manager, or designee, to execute an Industrial District Agreement with Basic Equipment Company, requiring the payment of 100 percent of the ad valorem taxes that would be due if the tract was in city limits, and to file the Industrial District Agreement in the official records of Nueces County; providing for publication; and providing for severance. Attachments: Agenda Memo- Basic Equip Disannexation IDA 7B Presentation - Disannexation Basic Equip Ordinance - Industrial District Agreement 7B Basic Equipment Co Section 2 Attachment- Map and Metes and Bounds Describing Tract A Section 4 Attachment- Revised Industrial District 1 Metes&Bounds Section 5 Attachment- IDA 7B Basic Equipment Form 1295-Basic Equipment Co L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEM 15) Corpus Christi Page 7 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 15. 17-0542 Public Hearing and First Reading Ordinance -Street Closure of Airheart Point Road and a portion of Ocean Drive located east of Ocean Drive Ordinance closing, abandoning, and vacating 0.737 Acre portion of a public right-of-way tract containing partially developed and surfaced street of Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta-Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas, and requiring the abutting owners (Matthew A Comay, Sandra McKinnon and George and Gippie Hawn), to comply with specified conditions. Attachments: Agenda Memo-Airheart Point Road Ordinance -Airheart Point Road with Exhibits Aerial Maps-Airheart Point N. REGULAR AGENDA: (ITEMS 16 - 19) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 16. 17-0610 Second Reading Ordinance -Appointing Part-Time Judge to Municipal Court Ordinance appointing Robert R. Garcia as a part-time judge of the Municipal Court of Record in the City of Corpus Christi; determining salary; providing a term of office; and declaring an effective date. Attachments: Ordinance Appointing Part Time Judge 2017 (MCC recommendation) 17. 17-0606 Discussion and consideration of the process to fill a vacancy in the office of council member. Attachments: Agenda Memo-Council At Large Vacancy 05-16-17 Sample Application Packet-City Council Vacancy Process.. Presentation - Process to fill council member vacancy 05-16-17 18. 17-0524 Construction Contract for Community Park Development and Improvements - Salinas Park (Bond 2012, Proposition 4) Motion authorizing the City Manager, or designee, to execute a construction contract with D&SS Construction, Inc. of Corpus Christi, Texas in the amount of$424,853 for the Community Park Development and Improvements - Salinas Park. (Bond 2012, Proposition 4). Attachments: Agenda Memo-Salinas Park Construction.docx Informal Staff Report-Salinas Park Architectural Fees Informal Staff Report- Bond 2012, Proposition 4 Protects Project Budget-Salinas Park Construction Corpus Christi Page 8 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Location Map-Salinas Park.pdf Presentation -Salinas Park Construction.pptx Letter of recommendation -Salinas Park.pdf Form 1295-Salinas Park.pdf 19. 17-0568 Second Reading Ordinance -Authorizing a Service Agreement for Temporary Management and Operation of Al Kruse Tennis Center (1st Reading 5/9/17) Ordinance authorizing the City Manager or designee to execute a Service Agreement with Sweet Spot Tennis, LLC ("Contractor") for management and operations of Al Kruse Tennis Center for a term of 4 months at $3,166 per month, with up to four additional one-month extension option periods; and the Contractor will receive 95% of all Pro Revenue and 50% of collected City Revenue at AI Kruse Tennis Center and the City will receive 5% of all Pro Revenue and 50% of collected City Revenue at AI Kruse Tennis Center. Attachments: Agenda Memo-Al Kruse Tennis Center Service Agreement Informal Staff Report- Benchmark Findings Ordinance -Al Kruse Tennis Center Al Kruse Service Agreement COF budget 13222 Org -- 17-0568.pdf O. FIRST READING ORDINANCES: (ITEMS 20 -23) 20. 17-0591 First Reading Ordinance -Amending Fire Prevention Code to Allow a Third-Party Reporting System Ordinance amending Corpus Christi Code of Ordinances, Fire Prevention Code to allow third-party inspection reporting system; authorizing the City Manager or designee to execute a one year agreement with Brycer, LLC, of Warrenville, IL for a third-party inspection reporting system; providing for penalties; providing for severance; and providing for publication. Attachments: Agenda Memo-Amending Fire Prevention Code Ordinance -Amending Fire Prevention Code Contract-Amending Fire Prevention Code 21. 17-0565 First Reading Ordinance -Accepting and appropriating Local Emergency Planning Committee grant through Texas Commission on Environmental Quality (TCEQ) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee (LEPC) in the amount of$92,662.80 from the Texas Commission on Corpus Christi Page 9 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Environmental Quality (TCEQ) for reimbursement of expenses for Purchase of a Hazmat ID Detection Device for the Corpus Christi Fire Department, Update First Responder Service Areas in Nueces County, and City of Bishop Dispatch and EOC Enhancement Project; and appropriating the $92,662.80 in the No. 1062 Fire Grants Fund. Attachments: Agenda Memo- LEPC Grant Ordinance - LEPC Grant Contract-TCEQ LEPC Grant 22. 17-0566 First Reading Ordinance -Appropriating funds for the Community Youth Development Program (CYD) Contract and subcontracts for CYD Program Ordinance authorizing the City Manager to execute the Community Youth Development program contract with the Texas Department of Family and Protective Services from June 1, 2017 to August 31, 2021 in the amount of$1,808,168.54, and appropriation of the funds in the No. 1060 Grants Fund for the Community Youth Development Program; and authorizing subcontracts with Boys & Girls Club of Corpus Christi, Communities in Schools of the Coastal Bend, Youth Odyssey, Inc. and the Y.W.C.A. Attachments: Agenda Memo-CYD Grant FY17-18 Ordinance -CYD Grant FY17-18 Contract-24426873 CYD Program Signed Service Agreement No. 161 - Boys and Girls Club Signed Service Agreement No. 1188-Communities In Schools of the Coastal B Service Agreement No. 1190-Youth Odyssey. Inc Signed Service Agreement No. 1192-YWCA Corpus Christi 23. 17-0616 First Reading Ordinance - Mid-Year Budget Adjustment Ordinance amending current Operating Budget adopted by Ordinance No. 030965 as follows: a) increase revenues by $2,423,308 due to increased stop loss reimbursements and increase appropriations by $6,000,000 due to increased health care costs in the Citicare Group Health Fund; (b) increase revenues by $1,770,576 due to increased stop loss reimbursements and increase appropriations by $3,800,000 due to increased health care costs in the Police Group Health Fund; (c) increase revenues by $246,476 due to increased stop loss reimbursements and increase appropriations by $800,000 due to increased health care costs in the Fire Group Health Fund. Attachments: Agenda Memo- Mid-Year Budget Amnd 5-16-17.doc Ordinance - FY 2017 Mid-Year Adiustment.doc.docx Presentation - Mid-year Health Plans Corpus Christi Page 10 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 P. FUTURE AGENDA ITEMS: (ITEMS 24 - 32) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 24. 17-0544 Supply Agreements for Veterinary Medicine and Supplies for the Animal Care Services Division within the Police Department Motion authorizing City Manager, or designee, to execute 12-month supply agreements with Patterson Veterinary Supply, Inc. of San Antonio, Texas, not to exceed $197,542.19, and Zoetis, Inc. of Parsippany, New Jersey, not to exceed $70,250.00, for veterinary medicine and supplies for the Corpus Christi Police Department, Animal Care Services Division, in accordance with Request for Bid No. 181, based on the lowest, responsive, responsible bids by grouped item for a total amount not to exceed $267,792.19, with an estimated expenditure of$30,000.00 in FY 2016-2017. Attachments: Agenda Memo-Veterinary Medicine and Supplies Bid Tabulation -Vet Meds.xlsx Patterson Veterinary Supply Agreement.pdf Form 1295-Patterson.pdf Zoetis Supply Agreement.pdf Form 1295-Zoetis 25. 17-0493 Resolution authorizing a Service Agreement for Fire Apparatus Maintenance for Parts and Services for the Fire Department Resolution finding that the purchase of parts and services for Fire Department apparatus is necessary to preserve and protect the public health and safety of the City's residents and is also a sole source procurement; and authorizing the City Manager, or designee, to execute a service agreement with Siddons-Martin Emergency Group of Katy, Texas, to provide parts and services for a total amount not to exceed $200,000.00; and finding that the program is critical in sustaining fire apparatus' reliability for service. Attachments: Agenda Memo- Fire Apparatus Maint Parts and Services Resolution Sole Source Siddons-Martin CCFD vFina13 Service Agreement-Fire Apparatus Parts and Services Form 1295-Fire Apparatus Maint Parts and Services 26. 17-0481 Software Licensing Agreement for 1 Year Maintenance, Licenses and Cloud Services for LANDesk Software Motion authorizing the City Manager, or designee, to execute a software licensing agreement with Ivanti, Inc. (owner of LANdesk software) and purchase 12 months of software services and related licenses from SHI, Inc., of Austin, Texas, in accordance with the cooperative purchasing Corpus Christi Page 11 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 agreement of the Texas Department of Information Resources (DIR-SDD-2500), for an estimated expenditure of$77,090. Attachments: Agenda Memo- Landesk TUMS Agreement- EULA(Ivanti Redlines 21 April 2017) (002) SHI Quote-12914634 one year Form 1295 City of Corpus Christi 27. 17-0526 Purchase of Four 2017 Ford F-250 CNG Service Trucks for Water Utilities Department Motion approving the purchase of four 2017 Ford F-250 CNG service trucks from Rush Truck Centers of Texas, LP, of New Braunfels, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard for the total amount not-to-exceed $180,996.00. Funds have been approved for FY2016-2017. Attachments: Agenda Memo- Ford F250 CNG Trucks Price Sheet- Ford F250 CNG Trucks 28. 17-0483 Lease-Purchase of One Peterbilt 348 Truck with Roll-Off Chassis for Solid Waste Department Motion authorizing the City Manager, or designee, to lease-purchase one Peterbilt 348 truck, with a roll-off chassis from Rush Truck Centers of Texas, L.P., of Houston, Texas, based on the cooperative purchasing agreement with Houston-Galveston Area Council, for a total amount not-to-exceed $207,042.07, with an estimated expenditure of$6,901.40 in FY2016-2017. Attachments: Agenda Memo- Peterbilt 348 with Roll-Off Price Sheet- Peterbilt 348 with Roll-Off.xlsx Form 1295-Peterbilt 348 with Roll-Off.pdf 29. 17-0528 Service Agreement for Dumpster Collection Services Motion authorizing City Manager, or designee, to execute a service agreement with Mark Dunning Industries, Inc., of Dothan, Alabama for dumpster collection services, in accordance with Request for Bid No. 1013, based on the lowest, responsive, responsible bid for a total amount not to exceed $110,454.59, with an estimated expenditure of $42,581.31 in FY 2016-2017. The term of this contract will be for one year with options to extend for two additional one-year periods at the sole discretion of the City. Attachments: Agenda Memo- Dumpster Collection Services Bid Tabulation- Dumpster Collection RFB 1013 SA- RFB 1013 Dumpster Collection Services.pdf Form 1295.PDF Corpus Christi Page 12 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Funds Certification 30. 17-0531 Resolution authorizing Advance Funding Agreement with the Texas Department of Transportation (TXDOT)for the adjustment of manholes and water valves on Saratoga Boulevard (SH 357) and Weber Road (FM 43) Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the adjustment of manholes and water valves on Saratoga Boulevard (SH 357) and Weber Road (FM 43) with the City's payment in the amount of$42,000. Attachments: Agenda Memo-SH 357 Manholes and Water Valves.docx Resolution -SH 357 Manholes and Water Valves.docx Budget-SH 357 Manholes and Water Valves.xlsx Location Map-SH 357 Manholes and Water Valves.pdf AFA -SH 357 Manholes and Water Valves.pdf Presentation-SH 357 Manholes and Water Valves.pptx 31. 17-0577 Supply Agreement for library books, audio and visual recordings for City Libraries Motion authorizing City Manager, or designee, to execute a supply agreement with Baker& Taylor, LLC, Charlotte, North Carolina for library books, audio and visual recordings based on the cooperative purchasing agreement with TXSmartBuy (TXMAS) for a total amount not-to-exceed $660,000.00, with an estimated expenditure of $255,000.00 in FY 2016-2017. The term of the agreement is for 24 months with options to extend for up to two additional 12-month periods at the sole discretion of the City. Attachments: Agenda Memo- Library Books.Audio and Visual Recordings Supply Agreement- Library Books, Audio and Visual Recordings Form 1295-Library Books, Audio and Visual Recordings 32. 17-0564 Resolution approving a Homebuyer Assistance Program agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi. Resolution approving an agreement in the amount of$220,000, between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi for the Type A Affordable Housing Program - Homebuyer Assistance Program, ratifying acceptance of the agreement to begin April 1, 2017, and authorizing the City Manager or designee to execute said agreement. Attachments: Agenda Memo-Type A Agreement Corpus Christi Page 13 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 Resolution Type A CCHCD Agreement CCHCD Agreement 1295 Form Corpus Christi Business and Job Development Corporation Q. BRIEFINGS: (ITEM 33) 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. 33. 17-0618 O.N. Stevens Water Treatment Plant Sludge Removal Attachments: Agenda Memo-ONS Sludge Removal Presentation-ONSWTP Sludge Removal R. 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. S. SPECIAL CONSIDERATION ITEM: (ITEM 34) 34. 17-0592 Ordinance canvassing returns of the Special Election for Mayor Ordinance canvassing returns and declaring the results of the Special Election held on May 6, 2017 in the City of Corpus Christi for the purpose of electing the Mayor; making appropriate findings; and declaring an emergency. Attachments: Agenda Memo-Canvass May 6,2017 Special Election.pdf Ordinance-Canvass May 6, 2017 Special Election.pdf S. EXECUTIVE SESSION: (ITEMS 35 -38) 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. 35. 17-0620 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 annexation, disannexation, apportionment of extra-territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development Corpus Christi Page 14 Printed on 5/15/2017 City Council Meeting Agenda-Final May 16,2017 agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities that will be consumers of water and wastewater services and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). 36. 17-0519 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 disposal of waste in Type IV Landfill (as described in 30 TAC § 330.5) located at/near 1435 County Road 26 (also known as Gulley-Hurst Landfill) and municipal solid waste fees. 37. 17-0612 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 state and federal regulations involving funding for the construction of Holly Road between Crosstown Freeway and Greenwood Drive and the possible need to acquire additional property rights along said corridor to comply with said regulations and pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. 38. 17-0644 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 Municipal Court and Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of Municipal Court Judges with possible discussion and action in open session. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Per Council Policies, an item may be added to the agenda by four members of the City Council. Council may give direction to the City Manager to add an item to a future agenda, but no other action will be taken, and no public comment solicited. U. ADJOURNMENT Corpus Christi Page 15 Printed on 5/15/2017 Cornus Christi 1201 Leopard Street F' Corpus Christi,TX 78401 y cctexas.com Meeting Minutes City Council Tuesday, May 9, 2017 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. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. 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. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. A. Mayor Pro Tem Lucy Rubio to call the meeting to order. Mayor Pro Tem Lucy Rubio 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 Ethan Brown, Mary Carroll High School Senior, National Honor Society Member. Mr. Ethan Brown led the Pledge of Allegiance. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Margie C. Rose, City Attorney Miles K. Risley, and City Secretary Rebecca L. Huerta. Present: 8- Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Joe McComb,Council Member Ben Molina,Council Member Lucy Rubio,Council Member Greg Smith, and Council Member Carolyn Vaughn Corpus Christi Page 1 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 E. Proclamations /Commendations 1. Proclamation declaring May 7 - 13, 2017 "National Hurricane Preparedness Week". Proclamation declaring May 8-13, 2017, "National Economic Development Week". Proclamation declaring May 9, 2017, "The HOSPiS Awards to Celebrate the Tourism Industry Day". Proclamation declaring May 13-17, 2017, "First Mahakumbhabhishekam Celebration Days". Proclamation declaring May 15, 2017, "National Peace Officers Memorial Day" and May 14 - 20, 2017 "National Peace Officers Memorial Week". Proclamation declaring May 2017, "Elder Abuse Prevention Month". Proclamation declaring May 2017, "Older Americans Month". Mayor Pro Tem Rubio presented the proclamations. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor Pro Tem Rubio deviated from the agenda and referred to comments from the public. Rick Milby,4412 High Ridge Drive,thanked the City Council for their service; congratulated Mayor-Elect McComb; and spoke regarding the future ordinance relating to regulation of carports. Ken Baker, 7421 Idle Hour, thanked the City Council for their public service and expressed concerns regarding building codes for new construction. Margareta Fratila, 3606 Tripoli, thanked the City Council and Police Chief Mike Markle for their service to the community. Jamey Jones, 302 Cape Hatteras Drive; Anthony Gonzalez, 8041 SPID; Dee Lynn Braman, 1717 Ocean Drive; Daniel Kublicki, 6037 Tarafaya Drive; Michelle Ewing, 1901 Caribbean; Steve Coronado, 3035 Ayers Street asked for an increase in the number of police and firefighters and requested additional funding for public safety equipment. Rick Robertson, 315 Del Mar Boulevard, spoke regarding inaccurate charges on his utility bill. Ginny Cross, 602 N. Staples, read a resolution passed by the United Corpus Christi Chamber of Commerce supporting a Bond 2018 Election. Susie Luna Saldana,4710 Hakel, thanked the City Council for their actions related to the dog park and asked for an increase in the number of police officers.Abel Alonzo, 1701 Thames,spoke regarding the following:the leadership of City Manager Rose; Corpus Christi Page 2 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 the upcoming"City Hall at the Mall"event; and encouraged the City Council to acknowledge the good work performed by City civilian employees. Rudy Medina, 5413 Cain Drive, spoke regarding code enforcement violations in his neighborhood and the need for enforcement. Ray Madrigal,4253 Dody, congratulated Mayor-Elect McComb; and discussed the need to address domestic violence in the community; and changes made by the Buccaneer Commission to the parade schedule. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Pro Tem Rubio deviated from the agenda and referred to City Manager's Comments. City Manager Margie C. Rose reported on the following topics: a. OTHER 1)An update on the water conversion to return to chloramine water disinfectant.2)City Manager Rose recognized the following Utilities Department employees:Water Quality Field Technicians Kristopher Cortinas, Pete Freeman and Christopher Aguilar who received a Class D Water License and Water Quality Specialist Kyle Luce who received a Class D Wastewater License. 3) City Manager Rose recognized Police Officer Skylar Baker who was honored by the Corpus Christi Police Department as "Officer of the Year"and the recipient of the Kiwanis Club"Chief Floyd Simpson Officer of the Year" award. G. MINUTES: 2. Regular Meeting of April 25, 2017 and Workshops of April 27, 2017 and May 1, 2017. Mayor Pro Tem Rubio referred to approval of the minutes. City Secretary Rebecca L. Huerta stated that the workshop minutes of April 27,2017 and May 1, 2017 need to be amended to reflect that Assistant City Attorney Buck Brice was present in place of City Attorney Miles K. Risley. Council Member Rudy Garza made a motion to approve the minutes as amended,seconded by Council Member Molina and passed unanimously. H. BOARD &COMMITTEE APPOINTMENTS: 3. Building Code Board of Appeals Coastal Bend Council of Governments Corpus Christi Convention and Visitors Bureau Electrical Advisory Board Library Board Senior Companion Program Advisory Committee Transportation Advisory Commission Mayor Pro Tem Rubio referred to board and committee appointments. The following appointments were made: Building Code Board of Appeals Corpus Christi Page 3 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Council Member Garza made a motion to reappoint Chuck Anastos (Architect), Garry M. Camp(General Contractor), and Randy Farrar(Building Industry), seconded by Council Member Vaughn and passed unanimously. Coastal Bend Council of Governments Council Member Garza made a motion to reappoint Margie C. Rose, Richie Quintero, Tom Tagliabue, Pat Eldridge (Alternate), Rebecca L. Huerta (Alternate), Lawrence Mikolajczyk(Alternate), and Mark Van Vleck(Alternate), seconded by Council Member Hunter and passed unanimously. Council Member Garza made a motion to appoint Keith Selman and Rudy Bentancourt,seconded by Council Member Hunter and passed unanimously. Council Member Vaughn made a motion to reappoint Rudy Garza, Michael T. Hunter, Ben Molina, and Greg Smith,seconded by Council Member Guajardo and passed unanimously. Corpus Christi Convention and Visitors Bureau Council Member Vaughn nominated Lynn Frasier(Restaurant Industry). Council Member Smith nominated Fred F. Soward III (Restaurant Industry). Council Member Hunter nominated Josh Richline. Council Members Garza, Rubio and Vaughn voted for Lynn Frasier. Council Members Smith, Guajardo and McComb voted for Fred F. Soward III. Council Members Molina and Hunter voted for Josh Richline. With no nominee receiving a majority vote, a runoff was conducted between the two nominees receiving the highest number of votes, Lynn Frazier and Fred F. Soward. Fred F. Soward III (Restaurant Industry)was appointed with Council Members Hunter, McComb, Guajardo, Smith, and Garza voting for Fred F. Soward III and Council Members Molina, Vaughn and Rubio voting for Lynn Frasier. Electrical Advisory Board Council Member Garza made a motion to reappoint Robert Aguilar(Master Electrician) and Robert Sandate(Electrical Supply Business Representative), seconded by Council Member Guajardo and passed unanimously. Council Member Garza made a motion to appoint David S. Schury(Commercial Builder),seconded by Council Member Molina and passed unanimously. Mayor Pro Tem Rubio made a motion to appoint David A. Carranco (Journeyman Electrician),seconded by Council Member Garza and passed unanimously. Council Member Molina made a motion to appoint Lyndon E. Smiling(Not Connected with Electrical Industry),seconded by Mayor Pro Tem Rubio and Corpus Christi Page 4 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 passed unanimously. Council Member Garza made a motion to appoint William R.Ashcroft Jr. (Utility Power Distributor Representative),seconded by Mayor Pro Tem Rubio and passed unanimously. Council Member Molina made a motion to appoint John McMullan (Registered Professional Engineer),seconded by Council Member Garza and passed unanimously. Library Board Mayor Pro Tem Rubio made a motion to appoint Zoraida J. Basaldu,seconded by Council Member Guajardo and passed unanimously. Senior Companion Program Advisory Committee Council Member McComb made a motion to appoint Christine Head(Senior Companion Program Volunteer),seconded by Council Member Molina and passed unanimously. Transportation Advisory Commission Council Member Garza made a motion to appoint Richard J. Diaz, seconded by Council Member Guajardo and passed unanimously. I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 7) Approval of the Consent Agenda Mayor Pro Tem Rubio referred to the Consent Agenda. There were no comments from the Council or the public. A motion was made by Council Member Garza, seconded by Council Member Hunter, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 4. Second Reading Ordinance -Accepting and appropriating grant funds for the Houston High Intensity Drug Trafficking Area (HIDTA) program (1st Reading 4/25/17) Ordinance authorizing the City Manager or designee to execute all Corpus Christi Page 5 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 documents necessary to accept a grant subaward in the amount of $20,000 from the Executive Office of the President, Office of National Drug Control Policy, to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA) for additional overtime in an effort to eradicate the synthetic cannabinoid epidemic; and appropriating the $20,000 in the No. 1061 Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031131 5. Second Reading Ordinance -Amending the City Code to update the Hazardous Substance Pipeline Ordinance (1st Reading 4/25/17) Ordinance amending Chapter 35 of the Corpus Christi Code of Ordinances to revise Article VII. - HAZARDOUS SUBSTANCES, LIQUIDS, AND GAS PIPELINES AND DISTRIBUTION SYSTEM; and providing for severance, publication, penalty, and an effective date. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031132 6. Second Reading Ordinance -Approval of agreement and appropriating funds for developer for the construction of wastewater collection line extension located south of Holly Road and east of Rodd Field Road (1st Reading 4/25/17) Ordinance authorizing City Manager or designee to execute a wastewater collection line extension construction and reimbursement agreement ("Agreement") with Palm Land Investments Inc. ("Developer"), for the construction of a sanitary sewer collection line and appropriating $14,724.00 from the No. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the Developer in accordance with the Agreement. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031133 7. Second Reading Ordinance - Exemption from the sanitary sewer infrastructure construction and wastewater lot and acreage fees for Don Patricio, Block G, Lot 1 R, located west of Waldron Road and south of Don Patricio Road. (1st Reading 4/25/17) Ordinance exempting Don Patricio, Block G, Lot 1 R, located west of Waldron Road and south of Don Patricio Road, from the payment of wastewater lot/acreage fees under Section 8.5.2.G.1. of the Unified Corpus Christi Page 6 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Development Code; requiring the owner/developer to comply with the specified conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031134 Q. BRIEFINGS: (ITEM 22) 22. CCREDC Quarterly Update to City Council (Q2 2017) Mayor Pro Tem Rubio deviated from the agenda and referred to Item 22. Iain Vasey, President/CEO of the Corpus Christi Regional Economic Development Corporation (EDC),stated that the purpose of this item is to provide the EDC's quarterly update. Mr. Vasey presented the following information: employment numbers by sector;year-to-date goals and results; key economic indicators; legislative actions; and overview of major issues identified in 2016 and the first quarter of 2017. Council members and staff discussed the following topics: recognition of EDC staff for securing the ExxonMobil proect;the potential to generate additional businesses in the area with the new ExxonMobil project; the status of legislation; and the reasons for an increase in unemployment rates with the increase in the total number of jobs. L. RECESS FOR LUNCH Mayor Pro Tem Rubio called for a recess at 1:33 p.m. Mayor Pro Tem Rubio reconvened the Council meeting at 2:06 p.m. M. PUBLIC HEARINGS: (ITEMS 8 -9) 8. Public Hearing and First Reading Ordinance - Rezoning property located at 3825 County Road 69 Case No. 0317-06 Prosperity Bank: A change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. The property to be rezoned is described as a 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, located on the west side of Hazel Bazemore Parkway (County Road 69) between Northwest Boulevard (FM 624) and Riverway Drive. Planning Commission and Staff Recommendation (April 5, 2017): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Prosperity Bank ("Owner"), by changing the UDC Zoning Corpus Christi Page 7 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Map in reference to a 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; amending Plan CC to account for any deviations; and providing for a repealer clause and publication. Mayor Pro Tem Rubio deviated from the agenda and referred to Item 8. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to rezone the subject property to allow development of a small medical office. Mr. Dimas stated that the Planning Commission and staff are in favor of the zoning change. Mayor Pro Tem Rubio opened the public hearing. There were no comments from the public. Mayor Pro Tem Rubio closed the public hearing. A council member asked for clarification on the location of the subject property and its proximity to Hazel Bazemore Park and Prosperity Bank. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Vaughn. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 9. Public Hearing and First Reading Ordinance -Amending the Urban Transportation Plan by removing the proposed extension of Delgado Street between Greenwood Drive and Castenon Street Ordinance amending the Urban Transportation Plan Map of MobilityCC, a transportation element of the comprehensive plan of the City of Corpus Christi (the "City"), by deleting the proposed extension of Delgado Street, between Greenwood Drive and Castenon Street; amending related elements of the comprehensive plan of the City; providing for severance; and providing for publication. Mayor Pro Tem Rubio referred to Item 9. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to amend the Urban Transportation Plan Map of MobilityCC by deleting the proposed extension of Delgado Street between Greenwood Drive and Castenon Street. Mr. Dimas stated that the Transportation Advisory Commission, Planning Commission, and operating departments are recommending approval of the amendment. Mayor Pro Tem Rubio opened the public hearing. There were no comments from the Council or the public. Mayor Pro Tem Rubio closed the public hearing. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Corpus Christi Page 8 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (ITEMS 10 - 17) 10. First Reading Ordinance -Accepting and appropriating funds for the FY 2016 Operation Stonegarden Grant Program within the Police Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$310,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border-security risk; and appropriating the $310,000 in the No. 1061 Police Grants Fund. Mayor Pro Tem Rubio referred to Item 10. Police Chief Mike Markle stated that the purpose of this item is to accept and appropriate a grant in the amount of $310,000 from the State of Texas Governor's Homeland Security Grant Division for the FY2016 Operation Stonegarden Grant Program. The grant funding will be used to reimburse the Police Department's enforcement efforts to reduce cross-border interdiction, drug use, money laundering, and trafficking. There were no comments from the Council or the public. Council Member Vaughn made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 11. First Reading Ordinance -Accepting and appropriating grant funds for the FY 2017 Click It Or Ticket Program within the Police Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$27,964.96 from the State of Texas, Department of Transportation for the FY2017 Click It Or Ticket program grant; and appropriating the $27,964.96 in the No. 1061 Police Grants Fund. Corpus Christi Page 9 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Mayor Pro Tem Rubio referred to Item 11. Police Chief Mike Markle stated that the purpose of this item is to accept and appropriate a grant in the amount of $27,964.96 from the State of Texas Department of Transportation for the FY2017 Click It Or Ticket Program. There were no comments from the Council or the public. Council Member Vaughn made a motion to approve the ordinance,seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 12. First Reading Ordinance -Accepting and appropriating funds for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness (CPS-LRN-PNEP) grant within the Health Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness (CPS-LRN-PHEP) grant in the amount of$201,123.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2017, through June 30, 2018. Mayor Pro Tem Rubio referred to Item 12.Assistant Director of Public Health Bill Uhlarik stated that the purpose of this item is to accept and appropriate a grant contract for the Laboratory Response Network grant in the amount of $201,123 from the Texas Department of State Health Services for the contract period July 1,2017 through June 30,2018. There were no comments from the Council or the public. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 13. First Reading Ordinance -Accepting and appropriating funds for grant amendment for the Women, Infant and Chilldren's Nutrition Program (WIC) grant within the Health Department Ordinance authorizing the City Manager or designee to execute all Corpus Christi Page 10 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 documents necessary to accept an amendment to a grant contract for the Women, Infant and Children's Nutrition Program (WIC) grant in the amount of$1,012,631.00, increasing the total amount to $2,025,262.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide funds for the WIC program for the amended contract period October 1, 2016, through September 30, 2018; appropriating the increased grant amount; and ratifying acceptance of the grant agreement to begin February 15, 2017. Mayor Pro Tem Rubio referred to Item 13.Assistant Director of Public Health Bill Uhlarik stated that the purpose of this item is to accept, appropriate and ratify a grant amendment from the Texas Department of State Health Services for the Women, Infant and Children's Nutrition Program (WIC)grant in the amount of$1,012,631, increasing the total amount to $2,025,262 for the amended contract period October 1,2016 through September 30, 2018. There were no comments from the public. In response to a council member, Mr. Uhlarik stated that the additional grant funding is provided to extend the grant an additional 12 months. Council Member Smith made a motion to approve the ordinance,seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 14. First Reading Ordinance -Authorizing a Service Agreement for Temporary Management and Operation of All Kruse Tennis Center Ordinance authorizing the City Manager or designee to execute a Service Agreement with Sweet Spot Tennis, LLC ("Contractor") for management and operations of Al Kruse Tennis Center for a term of 4 months at $3,166 per month, with up to four additional one-month extension option periods; and the Contractor will receive 95% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center and the City will receive 5% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center. Mayor Pro Tem Rubio referred to Item 14. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to execute a short-term service agreement to manage and operate the Al Kruse Tennis Center until such time that a new solicitation can be processed and a new contract is awarded. Staff is currently benchmarking with other cities to obtain information on various management options for tennis centers. There were no comments from the public. Council members and staff discussed the following topics:the reason the contract is not for a full year term; the contract terms coinciding with the end Corpus Christi Page 11 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 of the term for the HEB Tennis Center; the beginning date of the contract;the vendor, Sweet Spot Tennis, LLC, Gerald Tjon A Joe; concern with the contractor receiving 95% of all pro revenue;the City's ownership of the tennis center property and responsibility to pay utilities and insurance; Parks and Recreation Department currently benchmarking with other cities to obtain information regarding management operations; the number of private lessons conducted; and revenue generated at Al Kruse and HEB Tennis Centers. Council Member Smith made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio and Council Member Smith Nay: 1 - Council Member Vaughn Abstained: 0 15. First Reading Ordinance - Closing a portion of a utility easement located at 3733 South Port Avenue Ordinance abandoning and vacating a 268-square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave. and requiring the owner, Nueces County Health and Retardation Community Center, to comply with the specified conditions. Mayor Pro Tem Rubio referred to Item 15. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to abandon and vacate a 268-square foot portion of an existing utility easement located at 3733 South Port Ave. There no comments from the public. In response to a council member, Mr. Dimas stated that there are not any utilities in the easement. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 16. First Reading Ordinance -Appropriating funds bequeathed from Paralee Price estate for Library Ordinance appropriating $20,000 bequeathed from Paralee Price into the Library Grants fund No 1068 to provide the opportunity for all children to have access to cost-free educational materials at Corpus Christi Public Libraries; and appropriating $5,000 bequeathed from Corpus Christi Page 12 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Paralee Price into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland library branch. Mayor Pro Tem Rubio referred to Item 16. Library Director Laura Z. Garcia stated that the purpose of this item is to appropriate $25,000 bequeathed from the Paralee Price estate. The Corpus Christi Public Libraries will purchase $20,000 in children's educational material and$5,000 in large print format for the Anita&W.T. Neyland Library. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Vaughn. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 17. First Reading Ordinance - Creation of new Industrial District Agreement for Basic Equipment Co. Owned Property Ordinance disannexing from the City of Corpus Christi, Texas, an approximately 3.41-acre tract of land owned by Basic Equipment Company and located in Nueces County; adjusting the City boundaries; amending Ordinance no. 029958 by adjusting the boundary of the City's Industrial District No. 1 to include the disannexed tract; authorizing the City Manager, or designee, to execute an Industrial District Agreement with Basic Equipment Company, requiring the payment of 100 percent of the ad valorem taxes that would be due if the tract was in city limits, and to file the Industrial District Agreement in the official records of Nueces County; providing for publication; and providing for severance. Mayor Pro Tem Rubio referred to Item 17. Business Liaison Alyssa Barrera stated that the purpose of this item is to disannex land owned by Basic Equipment Company, address the industrial district boundary, and execute an industrial district agreement. Ms. Barrera presented the following: a map of the industrial district; payment in lieu of taxes; a map of the property and the proposed investment. There were no comments from the Council or the public. Council Member Vaughn made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 18 - 21) Corpus Christi Page 13 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Mayor Pro Tem Rubio referred to Future Agenda Items. City Manager Margie C. Rose stated that staff had a planned presentation on Item 21. A council member requested information on Item 18. 18. Construction Contract for Community Park Development and Improvements - Salinas Park (Bond 2012, Proposition 4) Motion authorizing the City Manager, or designee, to execute a construction contract with D&SS Construction, Inc. of Corpus Christi, Texas in the amount of$424,853 for the Community Park Development and Improvements - Salinas Park. (Bond 2012, Proposition 4). This Motion was recommended to the regular agenda. 19. Supply Agreement for Aggregate Trap Rock for the City's Street Seal Coat Program Motion authorizing City Manager, or designee, to execute a supply agreement with Vulcan Construction Materials, LLC, of San Antonio, Texas for the purchase of aggregate trap rock in response to Request for Bid No. 938 based on the lowest, responsive, responsible bid for a total amount not-to-exceed $243,720.00, with an estimated expenditure of$81,240.00 in FY2016-2017 and funded by the Street Fund. The term of the agreement is for one year with an option to extend for up to two additional one-year periods, subject to the sole discretion of the City. This Motion was recommended to the consent agenda. 20. Resolution to intervene in AEP's filing at the Public Utility Commission for an amendment to its Distribution Cost Recovery Factors Resolution of the City of Corpus Christi, Texas authorizing intervention in the Public Utility Commission of Texas Docket No. 47015 regarding AEP Texas Inc.'s application to amend its distribution cost recovery factors to increase distribution rates within the City; finding that the City's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. This Resolution was recommended to the consent agenda. 21. Reimbursement Resolution for Bond 2016 General Obligation Bonds Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing Corpus Christi Page 14 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 various City improvements from the proceeds of tax-exempt obligations to be issued by the City for authorized purposes in an amount not to exceed $18,350,000; authorizing other matters incident and related thereto; and providing an effective date. This Resolution was recommended to the consent agenda. Q. BRIEFINGS: (ITEMS 23 - 25) 23. Water Quality Projects Update Mayor Pro Tem Rubio referred to Item 23. Director of Water Clarence Wittwer stated that the purpose of this item is to provide an update on the water quality projects. The presentation team included:Water Quality Manager Gabriel Garcia, Utilities System Manager Rafael Martinez, and Water Resources Manager Steve Ramos. Mr.Wittwer presented the following information: water quality progress;the actions the City has implemented and current and future actions to address the water system including source,treatment, and distribution; highlighted projects including:solids management,the Nueces River Raw Water Pump Station,the new Chlorine Dioxide System and Improvements, Raw Water and Chemical Feed Improvements,the Pilot Plant System and Testing, an Updated Nitrification Action Plan, and Tank Mixing and Operation; the location, cost and estimated timeline for the current capital improvement plan projects;water systems projects in action; and a summary of the current status. Interim Director of Development Services Julio Dimas provided a brief overview of the status of the commercial, industrial, and private water well backflow devices. Council members and staff discussed the following topics: completion of the Rand Morgan Storage Tank; previous discussions to allow Tuloso-Midway Independent School District to paint their logo on Rand Morgan Storage Tank; creation of a process for painting and advertising on storage tanks;sludge removal process;the new chlorine dioxide system; public awareness of the water quality projects; increase in pump size; peak demand on the system; water supply from Mary Rhodes Pipeline and Garwood;the cost analysis for the Pilot Plant System and the expected end result; comparison of the City's water rates to other Texas cities; and sediment removal options. 24. Drought Contingency Plan Recommended Changes Mayor Pro Tem Rubio referred to Item 24.Water Resources Manager Steve Ramos stated that the purpose of this item is to recommend changes to the current drought contingency plan. Mr. Ramos presented the following information:the purpose of the drought contingency plan;state requirements; the recommended changes to modify Stage 1 and Stage 2; how the changes would effect customers today; and next steps. Council members and staff discussed the following topics: Stage 1 taking into account if Lake Texana is less than 40%capacity; reviewing a combined water supply or blended average when addressing more severe drought stages; the City being more dependent on Lake Corpus Christi and Choke Canyon; concern with lessening the impact to get to Stage 2 and Stage 3;the agreed order for Choke Canyon and Lake Corpus Christi; average storage levels at Corpus Christi Page 15 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 Lake Texana; review of the drought contingency plan every five years;whether the plan reflects pipeline water; informing the public of the changes to the drought contingency plan; enforcement of the plan while the policy is being updated;the public hearing tentatively scheduled for May 30, 2017; being proactive to drought responses; upcoming water releases in May-June timeframe; plans to take water from Garwood Water Supply; addressing the Garwood Water Supply in the future; and target demand reduction levels. MOTION OF DIRECTION Council Member McComb made a motion directing the City Manager to move forward with the recommended changes and commended staff for bringing forward the recommended changes,seconded by Council Member Smith and passed (Council Member Garza-absent). 25. Variable Salinity Desalination Project Mayor Pro Tem Rubio referred to Item 25. Project Manager L.J. Francis stated that the purpose of this item is to provide recommendations on the future of the Variable Salinity Desalination (VSD) project. Mr. Francis presented the following information: a timeline of the VSD project; the differences between the industrial desalination project and the VSD project; and production costs. Staff recommends that the VSD program be placed on hold to negotiate a transfer of U.S. Bureau of Reclamation grant funds to the Industrial Desalination project and be provided an opportunity to monitor the progress of the Industrial Desalination project. Council members and staff discussed the following topics:the status of the creation of a Local Government Corporation; negotiation of the transfer of funds from the U.S. Bureau of Reclamation; the regional approach to water supply; and the SWIFT fund application. MOTION OF DIRECTION Council Member Smith made a motion to accept staff's recommendation, seconded by Council Member McComb and passed unanimously. R. LEGISLATIVE UPDATE: None. S. EXECUTIVE SESSION: (ITEMS 26 - 28) Mayor Pro Tem Rubio referred to the day's executive sessions. The Council went into executve session at 4:18 p.m. The Council returned from executive session at 5:53 p.m. 26. 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 annexation, disannexation, apportionment of extra-territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities that Corpus Christi Page 16 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 will be consumers of water and wastewater services and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). This E-Session Item was discussed in executive session. 27. Executive Session pursuant to Texas Government Code § 551.071and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues (including TCEQ and EPA regulations) related to the provision of utility services in industrial districts, desalination, reuse, utility rate design, and water and wastewater treatment and distribution and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). City Secretary Huerta announced that Council Member Hunter abstained from the discussion on this item. This E-Session Item was discussed in executive session. 28. 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 Municipal Court and Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of Municipal Court Judges with possible discussion and action in open session. Mayor Pro Tem Rubio referred to Item 28 and the following ordinance was considered: Ordinance appointing Robert R. Garcia as a Part-Time Judge of the Municipal Court of Record in the City of Corpus Christi; determining salary; providing a term of office; and declaring an effective date. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Corpus Christi Page 17 Printed on 5/12/2017 City Council Meeting Minutes May 9, 2017 T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS None. U. ADJOURNMENT The meeting was adjourned at 5:56 p.m. Corpus Christi Page 18 Printed on 5/12/2017 CorCorpus Christi 1201 Leopard Street p Corpus Christi,TX 78401 r& cctexas.com Meeting Minutes City Council Workshop Session Thursday, May 4,2017 2:00 PM 1201 Leopard Street Basement Training Room Public Notice - - ITEMS ON THIS AGENDA ARE 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. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE TRAINING ROOM DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Pro Tem Lucy Rubio to call the meeting to order. Mayor Pro Tem Lucy Rubio called the meeting to order at 2:00 p.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Margie C. Rose, Senior Assistant City Attorney Lisa Aguilar, and City Secretary Rebecca L. Huerta. Note: Council Member Michael Hunter arrived at 2:59 p.m. Present 8- Council Member Carolyn Vaughn, Council Member Lucy Rubio, Council Member Rudy Garza Jr., Council Member Michael Hunter, Council Member Greg Smith, Council Member Paulette Guajardo, Council Member Joe McComb, and Council Member Ben Molina C. BRIEFINGS TO CITY COUNCIL: 1. Proposed Bond 2018 Mayor Pro Tem Lucy Rubio referred to Item 1. City Manager Margie C. Rose provided opening remarks regarding proposed Bond 2018 and introduced Director of Financial Services Constance Sanchez who presented information on the City's debt capacity. Exeutive Director of Public Works Valerie Gray stated that the following propositions are proposed for Bond 2018: Proposition 1 -Streets, comprised of 23 projects; Proposition 2- Harbor Bridge Roadway Mitigation comprised of Corpus Christi Page 1 Printed on 5/12/2017 City Council Workshop Session Meeting Minutes May 4, 2017 4 projects; Proposition 3 -Economic Development, comprised of 7 projects; and Proposition 4-Public Facilities, comprised of 13 projects. Executive Director Gray presented information relating to Proposition 1 regarding the prioritization of proposed street improvements, by City Council District, including the Pavement Condition Index(PCI)and associated costs for each. Council members and staff discussed the following topics: whether sidewalks and driveway aprons would be included; if roadways would be widened; and the process for installing a speed hump. Executive Director Gray presented the list of roadways to which improvements are proposed to be made as part of Proposition 2-Harbor Bridge Roadway Mitigations and associated costs. Council members and staff discussed approximately$40 million in savings in the Stormwater, Waste Water and Water Funds and that the proceeds remaining from Bond 2008 are to be applied to improvements to Park Road 22, before being utilized on other projects. Executive Director Gray presented economic development projects proposed for Proposition 3, by City Council District, and associated costs. Council members and staff discussed the following topics: school districts within the city needing to fund the cost of sidewalks and budget for same in their bond issuances and modifying the Unified Development Code(UDC)to address same;the location of the ingress/egress onto Staples Street for the Botanical Gardens; and using Community Enrichment Funds for the improvements to South Oso Parkway between South Staples Street and South Oso Parkway. Executive Director Gray presented Public Facilities Projects, and associated costs, proposed for Proposition 4, consisting of general facility renovations, and Police, Fire and Parks and Recreation improvements. Council members and staff discussed the following topics: no tax increase is necessary to fund the street improvements under the proposed Proposition 1; the tax and utility rate increase necessary to fund proposed Propositions 2, 3, and 4; the cost of street and utility improvements; improvements to Junior Beck Drive necessary to connect it to Old Brownsville Road; developers funding improvements to Junior Beck Drive;when Type A transitions to Type B; using Type B funds as a funding source for improvements to arterials and collectors; if improvements to Junior Beck Drive qualify for Type B funding; whether the bonding capacity, as presented, includes leveraging the City's reserves; using the City's reserves, instead of debt via Bond 2018, to fund improvements to Junior Beck Drive and Oso Parkway;effecting improvements to the most roadways possible using bond monies; presenting to the City Council an update on the Street Preventive Maintenance Program (SPMP)and progress made on addressing recommendations made by the Ad Hoc Residential Street Infrastructure Advisory Committee;the criteria used in prioritizing street improvements as presented by staff during this meeting; replacing floors and adding drains in the bays of numerous fire stations;the number of buildings and facilities in the City's inventory; providing City Corpus Christi Page 2 Printed on 5/12/2017 City Council Workshop Session Meeting Minutes May 4, 2017 Council with a list of City buildings and facilities;what a building is versus a facility; and providing City Council members with presentations prior to City Council Workshops and related challenges. Executive Director Gray presented information on the following topics: implementation plan relating to preparatory work proposed to be performed prior to voters approving Bond 2018; an implementation plan for streets; and a recommended execution plan. Council members and staff discussed the following topics: pre-design work to be completed prior to voters approving Bond 2018 and associated costs incurred if Bond 2018 is not approved by voters; Type B monies being used as an alternative funding source in the event Bond 2018 is not approved by voters; and staff providing council members with the cost of maintenance for asphalt versus concrete at the time city council is presented bids for asphalt versus concrete construction of roadways. Financial Services Director Sanchez presented information on the City's total outstanding general obligatoin debt service. Executive Director Gray presented the proposed Bond 2018 schedule. Council members and staff discussed the following additional topics: complimenting staff on council workshops and presentations; "scrubbing" Utility and Engineering Funds for monies not used on previous projects that could be used on street improvements;whether to move forward with Bond 2018 as presented or in some other form; needing additional time to consider how to move forward with Bond 2018; re-purposing monies in Bond 2018 proposed for the construction of sidewalks for school district-related projects; Junior Beck Drive improvements; the priority of proposed projects to be funded by Bond 2018; and discussing Bond 2018 again in a few weeks in another workshop setting. D. ADJOURNMENT The meeting was adjourned at 4:05 p.m. Corpus Christi Page 3 Printed on 5/12/2017 se o� Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of May 9, 2017 Nc1852Ev Action Item for the City Council Meeting of May 16, 2017 DATE: May 9, 2017 TO: Margie C. Rose, City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andylCa-).cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2 a(-).cctexas.com (361) 826-3169 Supply Agreement for Aggregate Trap Rock for City's Street Seal Coat Program CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Vulcan Construction Materials, LLC, of San Antonio, Texas for the purchase of aggregate trap rock in response to Request for Bid No. 938 based on the lowest, responsive, responsible bid for a total amount not-to-exceed $243,720.00, with an estimated expenditure of $81,240.00 in FY2016-2017 and funded by the Street Fund. The term of the agreement is for one year with an option to extend for up to two additional one-year periods, subject to the sole discretion of the City. PURPOSE: This item is to approve a supply agreement for aggregate trap rock. The aggregate trap rock will be used by the Street Department for the Street Seal Coat Program. BACKGROUND AND FINDINGS: Aggregate trap rock consists of Type E, Grade 5 dark colored igneous rocks used in the surface treatments of City street repairs. This material meets the current version of the Texas Department of Transportation Standard Specifications for construction and maintenance of highways, streets and bridges. In March of 2017, the Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one responsive, responsible bid, out of 60 notifications issued, and is recommending the award to the lowest, responsive, responsible bidder, Vulcan Construction Materials, LLC, of San Antonio, Texas. ALTERNATIVES: None 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: Street Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $1,894,605.40 $162,480.00 $2,057,085.40 Encumbered / Expended Amount $544,192.35 $0.00 $544,192.35 This item $81,240.00 $162,480.00 $243,720.00 BALANCE $1,269,173.05 $0.00 $1,269,173.05 Fund(s): Street Fund Comments: The initial contract term total is $243,720.00, of which $81,240.00 will be funded in FY2016-17. The total estimated contract value will be $731,160.00 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION BID EVENT NO.938 BUYER: LYDIA JUAREZ Aggregate Trap Rock Vulcan Construction Materials San Antonio, Texas UNIT EXTENDED ITEM DESCRIPTION UNIT QTY PRICE PRICE 1 Aggregate Trap Rock-Type E Grade 5 Ton 6,000 $40.62 $243,720.00 Total $243,720.00 8 O SUPPLY AGREEMENT NO. 938 k 1 2 Aggregate Trap Rock THIS Aggregate Trap Rock Supply Agreement ("Agreement') is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Vulcan Construction Materials ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Aggregate Trap Rock in response to Request for Bid No. 938 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Aggregate Trap Rock in accordance with the attached Scope of Work, as shown in Attachment A, the content of ,which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. This Agreement includes an option to extend the term for up to two additional 12-month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then- current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $243,720.00,subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under City of Corpus Christi Page 1 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Peter Muniz Department: Street Department Phone: (361) 826-1951 Email: petermu@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this City of Corpus Christi Page 2 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the some extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Page 3 Supply Agreement Standard Form Approved as to Legal Form 711116 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Peter Muniz Street Operations 2525 Hygeia, Corpus Christi, TX 78415 Fax (361) 826-1627 IF TO SUPPLIER: Vulcan Construction Materials Attn: Oscar Benavides Title Sales Manager Address P.O. Box 791550, San Antonio, Texas 78279 Fox (210) 524- 3555 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE City of Corpus Christi Page 4 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FA ULT OF ANY OTHER PERSON. SUPPLIER M UST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, City of Corpus Christi Page 5 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law.This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement.This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Page 6 Supply Agreement Standard Form Approved as to Legal Form 711116 SUPPLIER Signature: Printed Name: S CDS' 2K, v cue_ Title: Date: 1� CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 938 Exhibit 2: Supplier's Bid Response City of Corpus Christi Page 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Attachment A: Scope of Work 1.1 General Requirements/Background Information The Supplier shall provide Aggregate Trap Rock for the Street Department as outlined in this Scope of Work (Specifications and Requirements). 1.2 Scope of work A. This specification covers various street construction material used by the City of Corpus Christi, Texas. B. The material listed in this specification are used in the repair and maintenance programs of the Corpus Christi Street Department. 1.3 Work Site and Conditions A. The material shall meet the requirements of Item #302 Aggregates for Surface Treatment, TYPE E, GRADE 5 "Trap Rock" of the current version of the Texas Department of Transportation Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. Retained Gradation as follows: 3/8" Sieve — 3% - 5% #4 Sieve — 80% to 90% #8 Sieve — 98% to 100% Washed Rock Decantation: 0.7% max LA Abrasion 15% max B. Testing reports shall be submitted by the selected Supplier to the Contract Administrator for approval prior to delivery. Packing slips or other suitable shipping documents shall accompany each shipment and shall show: (a) name and address of person delivering the load, (b) name and address of receiving department and/or delivery location, and (c) with each delivery, furnish a shipping or delivery ticket showing description of items and quantity. C. All material shall be transported from the plant to the designated stock storage yard or job site in tight vehicles with metal bottoms previously cleaned of all foreign matter and when necessary shall be covered to reduce loss material and to protect material from weather elements. Page 1 of 2 RFB Template 10.10.16 1.4 Testinq A. The City reserves the right to inspect and test materials for compliance to the specification at the supplier's location, at the point of delivery to the City Service Center yard or directly to 5352 Ayers, Corpus Christi, Texas 78415. B. If the laboratory tests indicate that the material delivered to the job site or City Yard, does not meet specifications, the City reserves the right to reject this material and supplier will be obligated to remove and replace rejected material with materials that will meet specifications. C. NOTE: The laboratory shall be hired by the City of Corpus Christi and the supplier shall cooperate with the laboratory at all times to be sure that the material meets City specifications. D. It shall be understood that the cost of all certified laboratory tests, materials and reports necessary to control the quality of material delivered, according to the City specifications, shall be accepted by the City but only on tested materials which meet City specifications. E. Deliveries are to be made as required. Delivery will be to the City of Corpus Christi Street Department materials storage yard at 5352 Ayers, Corpus Christi, Texas 78415. Delivery shall be in end-dump dump trucks. Page 2 of 2 RFB Template 10.10.16 Attachment B: Bid/Pricing Schedule � CITY OF CORPUS CHRISTI ° BID FORM PURCHASING DIVISION RFB No. 938 1&�2 Aggregate Rock-Trap Rock Date: i PAGE 1 OF 1 tt Authorized Bidder. Ca��nSi�uc ��^�a �T1al� Signature: LLC 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Descri tion UNIT QTY Unit_ Price Total Price 1 Trap Rock - TYPE E,GRADE 5 TON 16000 ISLJO. 6Z �A3jlabsp Attachment C: Insurance Requirements 1.1 Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1 ,000,000 Per Occurrence including: $2,000,000 Aggregate 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II of (All States Endorsement if Company is this not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 RFB Template 10.10.16 II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Page 2 of 3 RFB Template 10.10.16 Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2016 Insurance Requirements Streets Asphalt Supplier 10/04/2016 my Risk Management Page 3 of 3 RFB Template 10.10.16 Attachment D: Warranty Requirements No warranty requirement needed for this supply agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos.f-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,s,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing fonn,and the city,state and country of the business entity's place Certificate Number: of business. 2017-175141 Vulcan Construction Materials LLC San Antonio,TX United States Date Filed: 2 Name of governmental entity or state agency that is a parry to the contract for which the form is 03/06/2017 being filed. City of Corpus Christi Date Acknowledged: 3 Provide the Identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. RFB No.938 supply aggregate material Nature of 4 Name of interested Party City,State,Country(place of business) (check applicable)le) Controlling Intermediary Vulcan Materials Company Birmingham,AL United States X 5 {fleck only if there Is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Nefary FattUc. state ofT"W flxpkaa:Af1Nf201fi signature 4AiFo""iizej agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE {tom){ { Swam to and subscribed before me,by the said V .3 � \}y � this the , ` day of� t(�('� art) 2oA*2—,to certify which,witness my hand and seal of office. A / •' Ir em Signature of officer a4fiering oath tinted name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 SC o� Va. v AGENDA MEMORANDUM NORROPpEO Future Item for the City Council Meeting of May 9, 2017 1852 Action Item for the City Council Meeting of May 16, 2017 DATE: April 19, 2017 TO: Margie C. Rose, City Manager FROM: Miles Risley, City Attorney MilesR@cctexas.com 826-3873 AEP Distribution Cost Recovery Factor CAPTION: Resolution of the City of Corpus Christi, Texas authorizing intervention in the Public Utility Commission of Texas Docket No. 47015 regarding AEP Texas Inc.'s application to amend its distribution cost recovery factors to increase distribution rates within the City;finding that the City's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. PURPOSE: Resolution to intervene in AEP's filing at the Public Utility Commission for an amendment to its Distribution Cost Recovery Factors BACKGROUND AND FINDINGS: On April 3, 2017 AEP Texas Inc. ("AEP") filed an Application to amend its distribution cost recovery factors ("DCRF"), to become effective September 1, 2017. This filing is Public Utility Commission of Texas Docket 47015. The City has jurisdiction over the application with regard to customers within the municipal boundary. The proposed tariff would impose an increase in the DCRF rate on residential customers from $0.002409 per kWh to $0.003496 per kWh. AEP gives notice of appeal to PUC of any municipal filings and any interim or final orders issued by a municipality's governing body in this matter. Approval of this Resolution authorizes the City to intervene and participate in the matter to review the application with other cities for compliance with applicable distribution cost recovery regulations. ALTERNATIVES: Do no approve the Resolution and do not participate in the case. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: Expenditures Current Future 2015-2016 CIP only) Year Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Comments: RECOMMENDATION: Approval of the Resolution LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING INTERVENTION IN THE PUBLIC UTILITY COMMISSION OF TEXAS DOCKET NO. 47015 REGARDING AEP TEXAS INC.'S APPLICATION TO AMEND ITS DISTRIBUTION COST RECOVERY FACTORS TO INCREASE DISTRIBUTION RATES WITHIN THE CITY; FINDING THAT THE CITY'S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY THE COMPANY; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL. WHEREAS, the City of Corpus Christi, Texas ("City") is an electric utility customer of AEP Texas Inc. ("AEP" or "Company"), and a regulatory authority with an interest in the rates and charges of AEP; and WHEREAS, the City is a member of the Cities Served by AEP ("Cities"), a membership of similarly situated cities served by AEP that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in AEP's service area; and WHEREAS, on or about April 3, 2017 AEP filed with the City an Application to Amend its Distribution Cost Recovery Factors ("DCRF"), PUC Docket No. 47015, seeking to increase electric distribution rates by$28,010,174 ($21,365,072 for the Central Division and$6,645,102 for the North Division); and WHEREAS, all electric utility customers residing in the City will be impacted by this ratemaking proceeding if it is granted; and WHEREAS, Cities are coordinating its review of AEP's DCRF filing with designated attorneys and consultants to resolve issues in the Company's application; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City is authorized to participate with Cities in PUC Docket No. 47015. Section 2. That subject to the right to terminate employment at any time, the City of Corpus Christi hereby authorizes the hiring of the law firm of Lloyd Gosselink and consultants to negotiate with the Company, make recommendations to the City regarding reasonable rates, and to direct any necessary administrative proceedings or court litigation associated with an appeal of this application filed with the PUC. 7325330.1 1 Section 3. That the rates proposed by AEP to be recovered through its DCRF charged to customers located within the City limits, are hereby found to be unreasonable and shall be denied. Section 4. That the Company shall continue to charge its existing rates to customers within the City. Section 5. That the City's reasonable rate case expenses shall be reimbursed in full by AEP within 30 days of presentation of an invoice to AEP. Section 6. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law and the public notice of the time, place, and purpose of said meeting was given as required. Section 7. That a copy of this Resolution shall be sent to Melissa Gage, American Electric Power Service Corporation, 400 West 15th Street, Suite 1520,Austin, Texas 78701 and to Thomas Brocato, General Counsel to the Cities, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, Texas 78767-1725. PASSED AND APPROVED this day of , 2017. Mayor ATTEST: City Secretary APPROVED AS TO FORM: City Attorney Corpus Christi, Texas of , 7325330.1 2 The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Joe McComb Lucy Rubio Greg Smith Carolyn Vaughn 7325330.1 3 �vs cr� G° p llCOAPORA{9 s� AGENDA MEMORANDUM Future Item for the City Council Meeting of May 9, 2017 Action Item for the City Council Meeting of May 16, 2017 DATE: April 27, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services Constance P@cctexas.corn (361) 826-3227 Reimbursement Resolution for Bond 2016 General Obligation Bonds CAPTION: Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of tax-exempt obligations to be issued by the City for authorized purposes in an amount not to exceed $18,350,000; authorizing other matters incident and related thereto; and providing an effective date. PURPOSE: The City is ready to award contracts associated with Bond 2016 projects approved by the voters on November 8, 2016. Since this will occur prior to the general obligation bonds actually being sold, this resolution is needed for the City to reimburse itself for costs incurred prior to the receipt of the bond proceeds. BACKGROUND AND FINDINGS: On November 8, 2016, the voters of Corpus Christi approved the following proposition on the ballot. • Residential Street Rebuild $11,000,000 • Americans with Disabilities Act (ADA) Improvements $ 2,500,000 • Texas Department of Transportation (TxDOT) Participation & Mobility Improvements $ 2,350,000 • Developer Participation $ 2,500,000 TOTAL $18,350,000 For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201 .028, as amended, Texas Government Code. DEPARTMENTALCLEARANCES: • Capital Programs • Bond Counsel • City Attorney's Office • Financial Services FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget- Debt Payments - - - - Encumbered/Expended amount of(date) - - - - This item - - - BALANCE - - - - FUND(S): COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. RESOLUTION RELATING TO ESTABLISHING THE CITY'S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS RELATING TO CONSTRUCTING VARIOUS CITY IMPROVEMENTS FROM THE PROCEEDS OF TAX- EXEMPT OBLIGATIONS TO BE ISSUED BY THE CITY FOR AUTHORIZED PURPOSES IN AN AMOUNT NOT TO EXCEED $18,350,000; AUTHORIZING OTHER MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance the costs associated with (i) designing, constructing, renovating, improving, constructing, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way (including pedestrian and bike traffic lanes), sidewalks, streetscapes, collectors, drainage, landscape, signage, lighting, traffic signals (including networking hardware and software), and the purchase of materials, supplies, equipment, machinery, land, and rights-of-way for authorized needs and purposes relating to the aforementioned improvements being projects approved at an election held on November 8, 2016 (the Construction Costs), (ii)the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs), (iii) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the Issuer's projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code (Section 1201.042) provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the United States Department of Treasury (the Department) released Regulation Section 1.150-2 (the Regulations)which establishes when the proceeds of obligations are spent and therefore are no longer subject to various federal income tax restrictions contained in the Internal Revenue Code of 1986, as amended (the Code); and WHEREAS, the Issuer intends to reimburse itself, within eighteen months from the later of the date of expenditure or the date the property financed is placed in service (but in no event more than three years after the original expenditures are paid), for the prior lawful capital expenditure of funds from the proceeds of one or more series of tax-exempt obligations (the Obligations) that the Issuer currently contemplates issuing in the principal amount of not to exceed$18,350,000 to finance a portion of the costs of the Project; and 36598460.1 WHEREAS, under the Regulations, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer's budgetary and financial circumstances; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the residents of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. This Resolution is a declaration of intent to establish the Issuer's reasonable, official intent under section 1.150-2 of the Regulations and Section 1201.042 to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred (not more than 60 days prior to the date hereof) or to be incurred with respect to the Project from the Issuer's General Fund or other lawfully available funds of the Issuer. SECTION 2. The Issuer intends to issue the Obligations and allocate within 30 days after the date of issuance of the Obligations the proceeds therefrom to reimburse the Issuer for prior lawful expenditures with respect to the Project in a manner to comply with the Regulations. SECTION 3. The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 4. The Issuer intends to otherwise comply, in addition to those matters addressed within this Resolution, with all the requirements contained in the Regulations. SECTION 5. This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law and the Regulations. SECTION 6. With respect to the proceeds of the Obligations allocated to reimburse the Issuer for prior expenditures, the Issuer shall not employ an abusive device under Treasury Regulation Section 1.148-10, including using within one year of the reimbursement allocation, the funds corresponding to the proceeds of the Obligations in a manner that results in the creation of "replacement proceeds", as defined in Treasury Regulation Section 1.148-1, of the Obligations or another issue of tax-exempt obligations. SECTION 7. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. -2- 36598460.1 SECTION 8. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 9. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 10. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 11. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time,place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 12. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank] -3- 36598460.1 PASSED,ADOPTED AND APPROVED on this the 16th day of May, 2017. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 16th day of May, 2017: Miles Risley, City Attorney -4- 36598460.1 THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 16th day of May, 2017, relating to establishing the City's intention to reimburse itself in an amount not to exceed $18,350,000 for the prior lawful expenditure of funds relating to constructing various capital improvements to City property, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 16th day of May, 2017. City Secretary (CITY SEAL) 36598460.1 That the foregoing resolution was read and passed finally on this the 16th day of May, 2017,by the following vote: Mayor Rudy Garza CarolynVaughn Paulette Guaj ardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith PASSED AND APPROVED, this the 16th day of May, 2017. ATTEST: Rebecca Huerta Mayor City Secretary 36598460.1 GO 0 v AGENDA MEMORANDUM NCORPOFAZEPublic Hearing and First Reading for the City Council Meeting of May 9, 2017 1852 Second Reading for the City Council Meeting of May 16, 2017 DATE: April 17, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, CFM, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Rezoning for Property located at 3825 County Road 69 CAPTION: Case No. 0317-06 Prosperity Bank: A change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. The property to be rezoned is described as a 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, located on the west side of Hazel Bazemore Parkway (County Road 69) between Northwest Boulevard (FM 624) and Riverway Drive. PURPOSE: The purpose of this item is to rezone the property to allow development of a medical building. RECOMMENDATION: Planning Commission and Staff Recommendation (April 5, 2017): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District. Vote Results For: 9 Against: 0 Absent: 0 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District for the development of a medical building. The property to be rezoned is inconsistent with the Future Land Use Plan's designation of the property as mixed use. It is Staff's opinion, however, that the requested rezoning will be consistent with the zoning in the node of Northwest Boulevard and Hazel Bazemore Parkway. ALTERNATIVES: 1. Approve with Conditions. 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Northwest Area Development Plan. The proposed rezoning to the "CG-2" General Commercial District is inconsistent with the adopted Future Land Use Map, but is supported by goals in Plan CC. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital •Not applicable Project to Date Fiscal Year: 2016- Expenditures Current 2017 (CIP only) Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Prosperity Bank ("Owner"), by changing the UDC Zoning Map in reference to A 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas; from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District; amending Plan CC to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application by Prosperity Bank ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, April 5, 2017, during a meeting of the Planning Commission when the Planning Commission recommended approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District, and on Tuesday, May 9, 2017, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Prosperity Bank, ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on A 0.629-acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, located on the west side of Hazel Bazemore Parkway (County Road 69) between Northwest Boulevard (FM 624) and Riverway Drive (the "Property"), from the "RS-6" Single-Family 6 District to the "CG-2" General Commercial District (Zoning Map No. 067050), as shown in Exhibits "A" and "B". Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0317-06 Matkin-Hoover Engrg & Surveying\Council Documents\Ordinance_0317-06 Prosperity Bank.docx Page 2 of 2 MATKIN HOOVER ENGINEERING &SURVEYING 8 SPENCER ROAD, SUITE 100, BOERNE, TEXAS 78006 PHONE: 830-249-0600 FAX: 830-249-0099 TEXAS REGISTERED SURVEYING FIRM F-10024000 FIELD NOTES FOR A 0.629 OF ONE ACRE TRACT OF LAND BEING A 0.629 OF ONE ACRE TRACT OF LAND LOCATED WITHIN LOT 1A, ACCORDING TO THE REPLAT OF LOT 1A, BLOCK 1, RIVER RIDGE, UNIT 2, RECORDED IN VOLUME 68, PAGE 509, MAP RECORDS OF NUECES COUNTY, TEXAS. SAID 0.629 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: Beginning at a 5/8" iron rod with a yellow "Bass & Welsh Eng." plastic cap found in the west right- of-way line of Hazel Basemore Road (County Road No. 69) at the southeast corner of Lot 1A, River Ridge, Unit 2, the northeast corner of River Ridge, Unit 3, recorded in Volume 68, Pages 428-429, Map Records of Nueces County, Texas; (1) Thence, departing the west right-of-way line of Hazel Basemore Road, with the north and east boundary lines of River Ridge, Unit 3, the south and west boundary lines of Lot 1A, the south and west boundary lines of the herein described tract, the following courses and distances: a. N 84° 45' 49" W, 244.29' (N 84° 42' 25" W, 244.18', record) to a 5/8" iron rod with a yellow "Bass & Welsh Eng." plastic cap found for corner; b. N 09° 21' 19" E, 112.53' (N 09° 18' 43" E, 112.41', record) to a 5/8" iron rod with a yellow "Bass & Welsh Eng." plastic cap found for corner; (2) Thence, S 84° 42' 4" E, across Lot 1A, River Ridge, Unit 2, with the north boundary line of the herein described tract, a distance of 244.20' to a calculated point for corner in the east boundary line of Lot 1A, River Ridge, Unit 2, the west right-of-way Line of Hazel Basemore Road; (3) Thence, S 09° 19' 03" W, with the west right-of-way line of Hazel Basemore Road, the east boundary line of Lot 1A, River Ridge, Unit 2, the east boundary line of the herein described tract, a distance of 112.26' (S 09° 18' 43" W, record) to the POINT OF BEGINNING and containing 0.629 acres of land. Note: The basis of bearing was established using the Trimble VRS Network, NAD (83), Texas State Plane Coordinate System, South Central Zone, 4204, US Survey Foot, Grid. A survey plat was prepared by a separate document. This description is for zoning purposed only, and will not be used for a legal severance or conveyance of property. 1 Exhibit A 2 Exhibit A Jeff Bine RPLS #4939 Job #17-4013 0.629 AC. Date: 03-08-2017 LEGEND P.O.B. POINT OF BEGINNING O CALCULATED POINT FOUND 518" IRON ROD WITH AYELLOW O "BASS & WELSH ENG: PLASTIC CAP { } RECORD CALL PER VOLUME 67, PAGE 118 MAP RECORDS, NUECES COUNTY, TEXAS RECORD CALL PER VOLUME 68, PAGE 509 MAP RECORDS, NUECES COUNTY, TEXAS OW WATER VALVE 0- 9 UTILITY POLE WITH GUY WIRE TRANSMISSION TOWER Q UTILITY SIGN OET ELECTRIC/TELEPHONE (OVERHEAD) NOTES: 1) FIELD WORK PERFORMED ON: FEBRUARY 09. 2017 2) BASIS OF BEARING: WAS ESTABLISHED USING THE TRIMBLE VRS NETWORK, NAD83, TEXAS STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, 4204. US SURVEY FOOT. GRID. 3) THIS SURVEY WAS DONE WITHOUT THE BENEFIT OF A CURRENT TITLE COMMITMENT, THEREFORE ALL SETBACKS, EASEMENTS. ENCUMBRANCES AND RESTRICTIONS MAY NOT BE SHOWN HEREON. THE SURVEYOR DID NOT COMPLETE AN ABSTRACT OF TITLE. 4) ONLY APPARENT UTILITIES WERE LOCATED. NO ATTEMPT HAS BEEN MADE A5 PART OF THIS SURVEY TO SHOW THE EXISTENCE, SIZE, DEPTH, CONDITION, OR LOCATION OF ANY UNDERGROUND UTILITY. FOR INFORMATION REGARDING UNDERGROUND UTILITIES PLEASE CONTACT THE APPROPRIATE AGENCY. 5) THIS TRACT LIES WITHIN FLOOD ZONE "X' ACCORDING TO FLOOD INSURANCE RATE MAP 4840900525E. WITH AN EFFECTIVE DATE OF NOVEMBER 04 2016. 6) THIS EXHIBIT IS FOR ZONING PURPOSES ONLY, AND WILL NOT BE USED FOR A LEGAL SEVERANCE OR CONVEYANCE OF PROPERTY. MATKIN OOVER ENGINEERING R SPENCER ROAR SUITE IRO & SURVEYING OFFICE RY1,24,060,1 FR -X.0.2,00,9 CONSTRUCTION MAN 10FRS CONSUI,NTS ZONING EXHIBIT SHOWING: 0.629 OF ONE ACRE BEING LOCATED WITHIN LOT 1A, ACCORDING TO THE REPLAT OF LOT 1A, BLOCK 1, RIVER RIDGE, UNIT 2, RECORDED IN VOLUME 68, PAGE 509, MAP RECORDS, NUECES COUNTY, TEXAS. PORTION OF LOT 1A REPLAT OF LOT 1A, BLOCK 1 RIVER RIDGE UNIT 2 VOLUME 68, PAGE 509 MAP RECORDS NUECES COUNTY, TEXAS 10' WATERLINE EASEMENT DOC. p 200d033139 S84142' 04"E ¢ I �o 244.20' 0 RIVER RIDGE UNIT VOLUME 68. PAGES 428-429 MAP RECORDS = NUECES COUNTY, TEXAS - N 0.629 OF ONE ACRE CIrr 10' WATERLINE EASEMENT DOC. 82004033139 (15' U.E) N84° 45' 49"W= (684° 42'25"95 244.19') RIVER RIDGE UNIT 3 VOLUME 68, PAGES 428-429 MAP RECORDS NUECES COUNTY. TEXAS EDGE OF PAVEMENT SCALE: 1" = 100' N N JEFF BOERNER DATE: MARCH 10, 2017 REGISTERED PROFESSIONAL LAND SURVEYOR TEXAS REGISTRATION NO. 4939 JOB N0. 17-4013 EXHIBIT FOR ZONING PURPOSES ONLY Exhibit B PLANNING COMMISSION FINAL REPORT Case No.: 0317-06 Infor No. 17ZN1007 Planning Commission Hearing Date: April 5, 2017 Applicant & Legal Description Applicant/Representative: Matkin-Hoover Engineering and Surveying Owner: Prosperity Bank Location: 3825 County Road 69 Legal Description: A 0.629 -acre tract of land out of River Ridge Unit 2, Block 1, Lot 1A, as recorded in Volume 68, Page 509, Map Records of Nueces County, Texas, located on the west side of Hazel Bazemore Parkway (County Road 69) between Northwest Boulevard (FM 624) and Riverway Drive. Zoning Request From: "RS -6" Single -Family 6 District To: "CG -2" General Commercial District Area: 0.629 acres Purpose of Request: To allow for the construction of a medical building. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "RS -6" Single -Family 6 Vacant Mixed Use North "CG -2" General Commercial Vacant Mixed Use South "CN -1" Neighborhood Commercial Vacant Mixed Use East "RS -10" Single -Family 10 Low Density Residential Low Density Residential West "CG -2" General Commercial Commercial Mixed Use ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for Mixed uses. The proposed rezoning to the "CG -2" General Commercial is inconsistent with the Future Land Use Map, but is consistent with the Northwest Area Development Plan and Plan CC. Map No.: 067050 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 120 feet of street frontage along Hazel Bazemore Parkway which is designated as an "Al" Minor Arterial Undivided. Staff Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Hazel"A1" BazemoreADT Minor Arterial Undivided 95' ROW 64' Paved 72' ROW 43' PavedParkway 39,530 (2015) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single - Family 6 District to the "CG -2" General Commercial District to allow for the construction of a medical building. Development Plan: The subject property is comprised of 0.629 acres and part of the northern adjacent lot. It is proposed to be developed as a 7,165 square foot medical building. Existing Land Uses & Zoning: The subject property is zoned "RS -6" Single Family 6 District. The north property CG -2 General Commercial District and vacant. The west property is CG -2 General Commercial District with commercial use. The property to the south is zoned "CN -1" Neighborhood Commercial and is vacant. To the east is "RS -10" Single Family 10 district with low density residential. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The subject property will be platted. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan (ADP). The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Northwest ADP. The proposed rezoning is consistent with the following policies of the Comprehensive Plan: • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Plan CC, Goal 1, Page 50). • Corpus Christi is able to attract and retain firms because of its competitive assets and supportive business environment. (Plan CC, Goal 2, Page 36). • Nodal commercial development is encouraged whereby commercial uses are concentrated at major intersections of arterials as indicated on the Future Land Use Plan (Northwest ADP, Policy Statement B.1d). Department Comments: • The proposed rezoning is compatible with PIanCC and the Northwest Area Development Plan. The proposed rezoning is harmonious with the commercial growth at the intersection of Hazel Bazemore Parkway and Northwest Boulevard Staff Report Page 3 (FM 624). The potential rezoning would not have a negative impact upon the surrounding properties and could serve the nearby residences. Planning Commission and Staff Recommendation (April 5, 2017): Approval of the change of zoning from the "RS -6" Single Family 6 District to the "CG -2" General Commercial District. Vote Results: For: 9 Opposed: 0 Absent: 0 a Notification Number of Notices Mailed — 16 within 200' notification area; 7 outside notification area As of April 11, 2017: In Favor In Opposition For 0.00% in opposition. — 0 (inside notification area); 0 (outside notification area) — 0 (inside notification area); 0 (outside notification area) Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Returned Opposition/Support (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0317-06 Matkin-Hoover Engrg & Surveying\Council Documents\0317-06 CC Report Prosperity Bank.docx C 1111 NORTHWEST BLVD �o -s-sem — 9 fi N-9 CG -2 SUBJECT PROPERTY RIVERWAYDR RIVER ROCK DR oto Feet Dare Created: 3/1 72017— Prepared By'. JeremyM Department ofDevelop mem Services CASE: 0317-06 ZONING & NOTICE AREA RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home flSubject Property O Owners with 200' buffer in favor 4 Owners within 200' !fisted on V/ avners attached ownership table A in opposition SUBJECT , 1 PROPERTY Fm� 16 S LOCATION MAP 1 1 = City of Corpus Christi Aerial Overview Vicinity Map Aerial Map t N AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of May 9, 2017 Second Reading for the City Council Meeting of May 16, 2017 DATE: April 21, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, CFM, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Urban Transportation Plan Amendment — Deletion of Delgado Street between Greenwood Drive and Castenon Street CAPTION: Ordinance amending the Urban Transportation Plan Map of MobilityCC, a transportation element of the comprehensive plan of the City of Corpus Christi (the "City"), by deleting the proposed extension of Delgado Street, between Greenwood Drive and Castenon Street; amending related elements of the comprehensive plan of the City; providing for severance; and providing for publication. PURPOSE: A "Collector" street provides access to local, other collector and arterial streets. The lowest order of "collector" street is designed to "collect" local residential street traffic and convey the traffic to strategic points on the arterial grid system. This ordinance will delete a segment of Delgado Street, a proposed Minor Residential Collector (C1, 60' ROW), from the City's Urban Transportation Plan (UTP) Map. RECOMMENDATION: The Transportation Advisory Commission, Planning Commission, and the Departments of Street Operations (Traffic Engineering), Planning, and Development Services recommend approval of this UTP amendment. BACKGROUND AND FINDINGS: The property owners of vacant private property, known as Paisley Hoffman Tract 12-D, requested to remove a proposed Minor Residential Collector street (C1, 60' ROW), which crosses their property, from the Urban Transportation Plan (UTP). The City would require the property owners to construct the road at the time their property is developed. The property is bordered by Greenwood Drive to the west, Gollihar Road to the north, and abuts Greenwood Park Unit 2 Subdivision to the south. Greenwood Park Unit 2 Subdivision abuts Trojan Drive to the south and Castenon Street to the east. Castenon Street is shown as an existing C1 collector that ties into a portion of Delgado Street. The UTP shows this extension of Delgado Street, as a C1 collector, extending through the Paisley Hoffman Tract 12-D and connecting to Greenwood Drive. The proposed extension of Delgado Street first appeared on the UTP Map in 2010. The intersection of Delgado Street with Greenwood Drive at 0.25 miles separation from the next closest major street intersection does not meet the street spacing between major intersections of 0.25 to 0.50 miles apart (per the UTP). The Staff recommendation is that Gollihar Road and Trojan Drive, both designated collector streets and being spaced at approximately 0.5 miles apart, are adequate to serve the existing and future surrounding neighborhood without Delgado Street being extended. ALTERNATIVES: 1. Approve with Conditions. 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The proposed amendment conforms to City policy and the comprehensive plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: • Departments of Street Operations, Development Services, Planning/ESI • Transportation Advisory Commission • Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital • •Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending the Urban Transportation Plan Map of MobilityCC, a transportation element of the comprehensive plan of the City of Corpus Christi (the "City"), by deleting the proposed extension of Delgado Street, between Greenwood Drive and Castenon Street; amending related elements of the comprehensive plan of the City; providing for severance; and providing for publication. WHEREAS, the Transportation Advisory Commission and Planning Commission have forwarded to the City Council their recommendations concerning this amendment to the Urban Transportation Plan Map of MobilityCC, an element of the comprehensive plan of the City of Corpus Christi, Texas (the "City"); WHEREAS, Planning Commission held a public hearing on Wednesday, December 14, 2016, regarding amendments to the Urban Transportation Plan Map, during which all interested persons were allowed to appear and be heard; WHEREAS, City Council held a public hearing on Tuesday, May 9, 2017, regarding amendments to the Urban Transportation Plan map, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the general welfare of the City of Corpus Christi, and its citizens; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Urban Transportation Plan Map of MobilityCC, an element of the comprehensive plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by deleting the proposed extension of Delgado Street, which is designated as a proposed 01 Minor Residential Collector with 60 feet of right-of-way and two travel lanes, between Greenwood Drive and Castenon Street, as shown on Exhibit "A," which is attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the comprehensive plan, the comprehensive plan is amended to conform to the amendments made by this ordinance. SECTION 3. The comprehensive plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. 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 , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Mayor City Secretary Page 2 of 3 �4RR1-5-T X44 t Proposed Delgado St Removal W EST POiMi'RVJ C4.EX ap ¢Q O yr oQr *4H Ago, �� 5 .7M p;`�1 Got,` a Rf. 4 A4 a RH4k r r UTP Amendment Delgado Street Removal Exhibit A Page 3 of 3 Urban Transportation Plan Amendment Deletion of Delgado Street Between Greenwood Drive and Castenon Street City Council May 9, 2017 Location Map Proposed Amendment Proposed Amendment a�. 1 Delgado Street proposed to be deleted 4 Delgado Street (Existing) Recommendations City Staff, Transportation Advisory Commission, and Planning Commission recommend: Deletion of Delgado Street Extension between Greenwood Drive and Castenon Street AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 09, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: TO: April 24, 2017 Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police Mikema@cctexas.com 886-2605 Accepting and appropriating funds for the FY 2016 Operation Stonegarden Grant Program CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $310,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border -security risk; and appropriating the $310,000 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The purpose is to support state and local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to the security of the United States. The Police Department agrees to conduct operations designed to reduce border -security risk. Tactical operations will be conducted on a periodic basis on overtime. The grant will pay for overtime, miscellaneous equipment, vehicle maintenance, and fuel. The grant period is from February 1, 2017 — August 31, 2018. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: ❑ Operating X 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 $310,000 $310,000 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award documents Ordinance Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $310,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border -security risk; and appropriating the $310,000 in the No. 1061 Police Grants Fund. 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 in the amount of $310,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border -security risk SECTION 2. That $310,000 is appropriated in the No. 1061 Police Grants Fund. SECTION 3. In the event of loss or misuse of the Office of the Governor funds, the City of Corpus Christi assures that the funds will be returned to the Office of the Governor in full. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Mayor City Secretary Office of the Governor Page 1 of 3 *** PREVIEW - Statement of Grant Award (SOCA) - PREVIEW *** The Statement of Grant Award is the official notice of award from the Office of the Governor (OOG). This Grant Agreement and all terms, conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions, governmental entities, public corporations, and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants, agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the 'Narrative' and 'Budget/Details' tabs. By accepting the Grant Award in eGrants, the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies, guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award; the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code, Title 34, Part 1, Chapter 20, Subchapter I of the Texas Administrative Code, and the Uniform Grant Management Standards (UGMS) developed by the Comptroller of Public Accounts; the state Funding Announcement or Solicitation under which the grant application was made, and for federal funding, the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department ofiustice, the current applicable version of the Department ofJustice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the Grantee. 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 Grant Agreement, including all provisions incorporated herein, 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: CFDA: Federal Awarding Agency: Federal Award Date: Federal/State Award ID Number: Total Federal Award/State Funds Appropriated: Pass Thru Entity Name: 3173702 PREVIEW - AWARD NOT ACTIVE 02:01°2017 - 08.312018 1:29.2018 HS -Homeland Security Grant Program (HSGP) Corpus Christi, City of Nueces-2016 OPSG Lynne Crow 069457786 Award Amount: 5310,000.00 Grantee Cash Match: $0.00 Grantee In Kind Match: $0.00 Total Project Cost: $310,000.00 97.067 - Homeland Security Grant Program (HSGP) U.S. Department of Homeland Security, Federal Emergency Management Agency 8.6.2016 EM W -2016 -SS -00056 580,593,000.00 Texas Office of the Governor - Homeland Security Grants Division (HSGD) https://egrants.gov.texas.gov/project/awardpreview.aspx?i2=1 &i 1=9&gh=8D-57-3 F-28-80... 4'24.'2017 Office of the Governor Is the Award No R&D: Page 2 of 3 The purpose of the HSGP is to support state and Local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to Federal/State the security of the United States. The HSGP provides funding to implement investments that build, Award sustain, and deliver the 31 core capabilities essential to achieving the National Preparedness Goal (the Description: Goal) of a secure and resilient Nation. The building, sustainment, and delivery of these core capabilities are not exclusive to any single level of government, organization, or community, but rather, require the combined effort of the whole community. List of Post -Award Conditions of Funding and Other Fund -Specific Requirements Condition of Funding Project Requirement Date Created Date Met Hold ProjectIt Funds Hold em Funds Other Condition of Funding. 2015 OPSG OT funds need to be exhausted before 2016 OPSG OT funds can be requested for reimbursement. 3i16 2017 Costs for vehicle fuel are allowable only for the hours officers are working on grant -paid overtime. Vehicle maintenance costs must be prorated to show the use of vehicles for regular law enforcement duties and the use of vehicles while officers are working grant -paid overtime patrols. Only actual vehicle expenses supported by invoiced gas, oil, and maintenance expenses may be reimbursed under this grant. Please retain all receipts and be prepared to make available upon request. 2'3:'2017 Operations Order Required: By participating in the OPSG, the state, local, and Tribal agencies agree to conduct operations designed to reduce border - security risk. Tactical operations will be conducted on a periodic basis meeting the criteria outlined below. Tactical operational periods are composed of six critical elements: 1) a pre -planning meeting with the IPT; 2) specified beginning and ending dates; 3) intelligence driven, with a nexus to border security; 4) use of targeted enforcement techniques; 5) clearly stated objectives; and 6) an after -action meeting. A campaign should involve several tactical operational periods. These periods require deliberate on-going planning to ensure command, staff, and unit activities synchronize to current and future operations. Please prepare and submit the next Operations Order. Fund holds on specific budget line items will be released as Operations Orders are approved. 2 3.2017 Personnel Cap Waiver: Pending approval of the Personnel Cap Waiver by the FEMA Administrator, your jurisdiction is authorized to spend up to, but must not exceed, 50 percent of the Operation Stonegarden allocation issued by FEMA. Fund holds on specific budget line items will be released upon receipt of the FEMA Administrator's approval of the Operations Order. 2:3'2017 Resolution: Applications from nonprofit corporations, Local units of governments, and other political subdivisions must submit a resolution electronically using the 'Upload' function in the eGrants system. The resolution must contain the following: 2/3; 2017 • Authorization by your governing body for the submission of the application to OOG that clearly identifies the name of the project for which funding is requested; • A commitment to provide all applicable matching funds; • A designation of the name and/or title of an authorized official who is given the authority to apply for, accept, reject, alter, or terminate a grant (Note: If a name is provided, you must update 000 should the official change during the grant period.); and https://egrants.gov.texas.gov/project/awardpreview.aspx?i2=1 &i 1=9&gh=BD-57-3F-28-80... 4`24.'2017 Office of the Governor Page 3 of 3 t, A written assurance that, in the event of loss or misuse of grant funds, the oveming body will return all funds to 00G. Please be advised that 000 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. 3 16:2017 https://egrants.gov.texas.gov/project/awardpreview.aspx?i2=1&i 1=9&gh=8D-57-3F-28-80... 4/242017 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 9, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: April 28, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 361-886-2603 CAPTION: Accepting the Click It or Ticket Grant from TXDOT and appropriating funds Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $27,964.96 from the State of Texas, Department of Transportation for the FY2017 Click It Or Ticket program grant; and appropriating the $27,964.96 in the No. 1061 Police Grants Fund. PURPOSE: Accept and appropriate the grant to utilize the funds. BACKGROUND AND FINDINGS: The State of Texas, Department of Transportation is providing funding for a STEP program called Click It or Ticket (CIOT) where the Police Department will conduct an occupant protection enforcement effort during the Memorial Day Holiday, May 22, 2017 — June 4, 2017. This project will increase safety belt rates through enhanced enforcement and public information and education efforts. Officers will work on an overtime basis enforcing occupant protection laws across the City. The goal of the grant will be to issue 700 safety belt citations and 23 child safety seat citations and in turn increasing safety belt use among drivers and front seat passengers by 2%. Officers will be working on an overtime basis with the State providing 100% of eligible funding of the salaries and retirement. The City of Corpus Christi has had previous CIOT grants since 2002. ALTERNATIVES: Not accept the grant and not participate in the state wide CIOT campaign. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Adheres to all city policies. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: Operating Expense Fiscal Year: 2016-2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $27,964.96 $27,964.96 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $27,964.96 from the State of Texas, Department of Transportation for the FY2017 Click It or Ticket program grant; and appropriating the $27,964.96 in the No. 1061 Police Grants Fund 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 Texas Department of Transportation in the amount of $27,964.96 for the FY2017 Click It or Ticket program grant. SECTION 2. That $27,964.96 from the Texas Department of Transportation is appropriated in the No. 1061 Police Grants Fund for funding of the Click It or Ticket (CIOT) Selective Traffic Enforcement Project (STEP) within the Police Department. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 9, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: TO: April 7, 2017 Margie Rose, City Manager THRU: Annette Rodriguez, M.P.H., 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 Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PNEP) Grant in the amount of $201,123.00, and appropriation of the funds for the contract period July 1, 2017 through June 30, 2018 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Community Preparedness Section – Laboratory Response Network – Public Health Emergency Preparedness (CPS-LRN-PREP) grant in the amount of $201,123.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2017, through June 30, 2018. PURPOSE: To pay for personnel costs, supplies and other expenses to provide a Public Health Emergency Preparedness Laboratory Response Program relating to maintain and support an action plan to respond to an act of bio -terrorism and biological threats in the community. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract in the amount of $201,123.00 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2017 through June 30, 2018 for the purchase of supplies, equipment, travel expenses and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. ALTERNATIVES: Discontinue LRN laboratory response network activities and thereby cause a delay in or prevent expedient and appropriate response to public health threats. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense X Revenue ❑ CIP FISCAL YEAR: 2017-2018 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget Encumbered/Expended Amount This item $201,123.00 $201,123.00 BALANCE $201,123.00 $201,123.00 FUND(S) Grant Comments: No fiscal impact to General Fund. Grant award of $201,123 requires a 10% ($20,112.00) 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 July 1,2017. 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. 537-18-0147-00001 Ordinance Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Community Preparedness Section — Laboratory Response Network— Public Health Emergency Preparedness (CPS-LRN-PHEP) grant in the amount of $201,123.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2017, through June 30, 2018. 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 $201,123.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of July 1, 2017, through June 30, 2018, to provide continued emergency preparedness laboratory 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: 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 , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of 2017. ATTEST: Rebecca Huerta City Secretary Mayor DocuSign Envelope ID C344C4B8-26E6-4DF8-ABED-D5ADF793B58B SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0147-00001 UNDER THE PUBLIC HEALTH EMERGENCY PREPAREDNESS (PHEP) COOPERATIVE AGREEMENT GRANT PROGRAM I. PURPOSE The Department of State Health Services ("System Agency") a pass-through entity and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for Level 3 chemical laboratory surge capacity activities (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791 or 771, as applicable. II. DURATION The Contract is effective on July 1, 2017 and terminates on June 30, 2018, unless renewed or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. III. BUDGET The total amount of this Contract will not exceed Two HUNDRED ONE THOUSAND ONE HUNDRED TWENTY-THREE DOLLARS (S201,123.00), All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. IV. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Aeencv Department of State Health Services 1100 W. 49111 Street, MC 1990 Austin Texas 78756 Attention: Deserie Burrell Deserie.burrell(a dshsstate.tx.us v. 11.15.2016 System Agency Contract No. 537-18-0147-00001 Page 1 or3 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABED-D5ADF793B58B Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, Texas 78416 Attention: Margie Rose margierrcctexas.com V. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Aeencv Department of State Health Services Attention: Lisa Hernandez 1100 W. 49th Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Home Road Corpus Christi, Texas 78416 Attention: Margie Rose margiena ' cc texas.com Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. VI. ADDITIONAL GRANT INFORMATION Federal Award Identification Number (FAIN): To Be Determined Federal Award Date: July 1, 2017 Name of Federal Awarding Agency: Centers for Disease Control and Prevention CFDA Name and Number: Federal, 93.074 Awarding Official Contact Information: To Be Determined DUNS: 069457786 In accordance with 2 CFR 200.331(A), if any of the above information is not available at time of contract execution, then it will be provided to the Grantee by a Technical Guidance Letter. v. 02.01.2016 SIGNATURE PAGE FOLLOWS System Agency Contract No. 537-18-0147-00001 Page 2 of 3 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABED-D5ADF793B58B SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 537-18-0147-00001 DEPARTMENT OF STATE HEALTH SERVICES David Gruber Associate Commissioner Date of execution: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) Name: Title: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 537-18-0147- 00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - ATTACHMENT B - ATTACHMENT C - ATTACHMENT D - ATTACHMENT E - ATTACHMENT F - STATEMENT OF WORK BUDGET UNIFORM TERMS AND CONDITIONS SUPPLEMENTAL & SPECIAL CONDITIONS FEDERAL ASSURANCES AND CERTIFICATIONS FFATA DocuSign Envelope ID: C344C4B8-26E6-40F8-ABED-D5ADF793B58B ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform activities in support of the Public Health Emergency Preparedness Cooperative Agreement and the Office of the Assistant Secretary for Preparedness and Response (OASPR) from the Centers for Disease Control and Prevention (CDC). Activities include but are not limited to: continuing Level 3 chemical laboratory surge capacity activities; complying with new Laboratory Readiness Network (LRN) requirements for biological laboratories; coordinating with cross -cutting public health preparedness partners, and analyzing real-time clinical specimens. CDC's five-year Public Health Emergency Preparedness (PHEP) — Hospital Preparedness Program (HPP) Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and ensure jurisdictions are capable of providing a standard battery of tests for high priority biological threats and emerging infectious diseases. B. Perform activities in the following counties (hereinafter referred to as the "service area"): San Patricio County, Nueces County, Aransas County, Jim Wells County, Kleberg County, Victoria County, Bee County, Calhoun County, Goliad County, Jackson County, Live Oak County, and Refugio County. C. Comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. Laboratories must attain and maintain LRN- B Member Standard Level as detailed in the LRN Checklist of Laboratory Requirements. Minimum standards are required for testing capabilities, administrative activities, emerging infectious disease preparedness, and instrumentation and equipment. D. Provide matching funds for each fiscal year of this Contract not less than ten percent (I0%) of the allocation amount for each fiscal year. Cash match is defined as an expenditure of cash by the Grantee on allowable costs of this Contract that are borne by the Grantee. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the Grantee. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; 3. Be verifiable within the Grantee's (or subcontractor's) records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement Contracts); 5. Not be included as contributions toward any other federally -assisted project or program (match can count only once per fiscal year); 6. Not be paid by the Federal Government under another award, except where System Agency Contract No. 537-18-0147-00001 v. 11.15.2016 Page I DocuSign Envelope ID C344C4B8-26E6-4DF8-ABEO-D5ADF793B58B ATTACHMENT A STATEMENT OF WORK authorized by Federal statute to be used for cost sharing or match; 7. Conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Must follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and must be supported by documentation reflecting the use of goods andfor services during the Contract term. Grantee must match funds awarded for this Contract by costs or third party contributions that are not paid by the Federal Government under another award, except where authorized by Federal statute to be used for cost sharing or matching- The non-federal contributions (match) may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. Thecosts that the Grantee incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of Federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 92-24. E. Notify System Agency in advance of Grantee's plans to participate in or conduct local exercises, in a format specified by System Agency. Grantee will participate in statewide exercises planned by System Agency as needed to assess the capacity of Grantee to respond to bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Grantee will prepare after -action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercise, in a form specified by System Agency. F. Cooperate with System Agency to coordinate all planning, training and exercises performed under this Contract with the Governor's Division of Emergency Management of the State of Texas, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. G. In the event of a public health emergency involving a portion of the state, Grantee will mobilize and dispatch staff or equipment purchased with funds from the previous PHEP cooperative agreement and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from System Agency. H. Develop, implement and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full- time employees and temporary staff I. Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDC's LRN biothreat protocols. SystemAgency Contract No. 537-18-0147-00001 v- 11.15.2016 Page 2 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABED-D5ADF793658B ATTACHMENT A STATEMENT OF WORK J. Train other Grantee laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents; K. Provide test samples from identified service area for biothreat agents and toxins. Once biological agent is identified, Grantee will be prepared to test for other infectious agents and for other public health threats and emergencies; L. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols; M. Monitor and evaluate biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies; N. Communicate with all other laboratories within the designated service area; O. Maintain extensive collaboration with local law enforcement, hazardous material and other emergency responders. In addition, Grantee will prepare Standard Operating Procedures and Standard Operating Guidelines (SOPs/SOGs) covering interaction with these agencies in the event of an emergency or incident; P. Maintain extensive collaboration with alI hospitals located in the identified service area to plan for response activities for biological threats. LRN service regions can be found here: http://www.dshs.texas.Rov/labkorLRN.shtm Q. Review and approve all current preparedness SOPs/SOGs (copy of the titled, dated, and initialed/signed review sheet) for use by the respective laboratories with quarterly reports; R. Utilize System Agency's provided Public Health Laboratory Information Management System (PHLIMS), or a LIMS that has been configured to be compatible with the CDC Results Messenger (RM) reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report; S. Prepare/provide current information during an incident about status on individual samples, sample load/overload, personnel, reagent, equipment, and facilities; T. Provide to System Agency a LRN surge capability plan within a timeline designated by System Agency that details how the LRN laboratory will manage a surge in sample capacity. The plan should include: work hours, instruments and equipment, personnel and staffing, and identify essential lab service that must be maintained during an outbreak or emergency event. U. Present laboratory -oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols; V. Maintain a system for safe specimen transport from local laboratories; System Agency Contract No. 537-18-0147-00001 v. 11.15.2016 Page 3 DocuSign Envelope ID. C344C4B8-26E6-4DF8.ABEo-D5ADF793B58B ATTACHMENT A STATEMENT OF WORK W. Explore the capabilities and needs of sentinel laboratories; X. Inform System Agency of their plans, via e-mail or telephone, to meet updated LRN-B program requirements for Standard reference level laboratories as outlined in the Funding Opportunity Announcement FOA; Y. Provide programmatic reports as directed by System Agency in a format specified by System Agency. Grantee will provide System Agency other reports, including financial reports, and any other reports that System Agency determines necessary to accomplish the objectives of this contract and to monitor compliance; Z. Submit an end -of -year performance report in a format specified by System Agency within an established timeframe designated by System Agency; AA. Report as requested by System Agency to satisfy information -sharing Requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c), as amended. Grantee shall immediately notify System Agency in writing if Grantee is legally prohibited from providing any reports required under this Contract. BB. In the event of a local, state, or federal emergency the Grantee has the authority to utilize approximately five percent (5%) of the Grantee's staff's time supporting this Contract for response efforts. System Agency will reimburse Grantee up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Grantee will 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. Grantee will notify the Assigned Contract Manager in writing when this provision is implemented. CC. For the purposes of this Contract, the Grantee may not use funds for fundraising activities, lobbying. research, construction, major renovations and reimbursement of pre- award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. DD. Comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002: 2. Public Law 113-05, Pandemic and All -Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. System Agency Contract No. 537-18-0147-00001 v. 11.15.2016 Page 4 DocuSign Envelope ID. C344C4B9-26E6-4DF6-ABEo-D5ADF793B58B ATTACHMENT A STATEMENT OF WORK EE. Comply with the following documents and resources, which are incorporated by reference and made a part of this Contract: 1. System Agency and CDC Public Health Emergency Preparedness Cooperative Agreement; 2. Public Health Preparedness Capabilities: National Standards for State and Local Planning, March 2011: http:+?www.cdc.gov.'phpr.'capabilitiesDSLR capabilities Julv.pdf; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: http://www.hlswatch.com. wp-contentluploads/2011104/PPD-8-Preparedness_pdf: 4. Homeland Security Exercise and Evaluation Plan (HSEEP) Documents: https://www.prentoolkit.org/web/hseep-resources 5. Ready or Not? Have a Plan; Surviving Disaster: How Texans Prepare (videos): http://www.texasprepares,org/survivingdisaster.htm; 6. Preparedness Program Guidance(s) as provided by System Agency and CDC; and 7. FY2017 Office of the Assistant Secretary for Preparedness and Response (OASPR) Hospital Preparedness Program — CFDA Number 93.074 http://www.phe.gov/preparedness:planninWhppipages/default.aspx. II. PERFORMANCE MEASURES A. System Agency will monitor the Grantee's compliance with the requirements in this Contract and failure to meet these requirements may result in withholding a portion of the current PHEP base awards. B. Grantee must demonstrate adherence to reporting deadlines and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. The initial reporting requirement schedule for the requirements are subject to change as System Agency and CDC may modify requirements and due dates. System Agency will send a requirements schedule within thirty (30) days of the contract start date. III.INVOICE AND PAYMENT A. Grantee will request monthly payment using the Excel version of the State of Texas Purchase Voucher (Form B-13) and Support Document including any acceptable additional supporting documentation for reimbursement of the required services.'deliverables. Additionally, the Grantee will submit the Excel version of the Financial Status Report (FSR -269A). Vouchers, supporting documentation and Financial Status Reports should be mailed or e-mailed to the addresses below. Claims Processing Unit, MC 1 940 Texas Department of State Health Services 1 100 West 49th Street PO Box 149347 System Agency Contract No. 537-18-0147-00001 v. 11.15.2016 Page 5 DocuSign Envelope ID. C344C4B8-26E6-4DF8-ABED-D5ADF793B58B ATTACHMENT A STATEMENT OF WORK Austin, TX 78714-9347 B-13: invoices a dshs.state.tx.us and php.vouchersupport@dshs.state.tx.us Support Document: invoices@dshs.state.tx_us and php.vouchersupport@dshs.state.tx.us B -13A: invoices@dshs.state.tx.us and php.vouchersupport@dshs.state.tx.us FSR: invoices@dshs.state.tx.us and php.vouchersupport@dshs.state.tx.us dshs.state.tx.us and FSRGrants@dshs.state.tx.us B. Grantee will be reimbursed on a monthly basis and in accordance with the Budget in Attachment 13 of this Contract. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a quarterly basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Term of the Contract. Vacant positions existing after ninety days may result in a decrease in funds. D. Grantee may request a one-time working capital advance not to exceed 12% of the total amount of the Contract funded by System Agency. All advances must be expended by the end of the contract term. Advances not expended by the end of the contract term must be refunded to System Agency. Grantee will repay alI or part of advance funds at any time during the Contract's term. However, lithe advance has not been repaid prior to the last three months of the Contract term, the Grantee must deduct at least one-third of the remaining advance from each of the last three months' reimbursement requests. If the advance is not repaid prior to the last three months of the Contract term, System Agency will reduce the reimbursement request by one-third of the remaining balance of the advance. System Agency Contract No. 537-18-0147-00001 v. 11.15.2016 page 6 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABEO-D5ADF793B58B ATTACHMENT B BUDGET Budget Categories FY18 Budget Summary Personnel $96,660.00 Fringe Benefits $39,940.00 Travel $14,096.00 Equipment $0.00 Supplies $19,567.00 Contractual $0.00 Other $50,973.00 Sum of Direct Costs $221,236.00 Indirect Costs $0.00 Sum of Total Direct Costs and Indirect Costs $221,236.00 Less Match (Cash or In -Kind) $20,113.00 TOTAL $201,123.00 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABEO-D5ADF793B58B HHSC Uniform Terms and Conditions Version 2.13 Published and Effective: July 15, 2016 Responsible Office: Chief Counsel tTEXAS IlikrHealth and Human Seryices Commission Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.13 DocuS+gn Envelope ID. C344C488-26E6-4DFB-ABED-O5ADF793B58B TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1,01 Definitions ,.. ............y ........... ... ..................... 4 1,02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2,01 Payment Pvlettiods 6 2.02 Final Bi[Iing Submission 6 2,03 Financial Status Reports (FSRs) 7 2,04 Debt to State and Corporate Status .................................................... ........ ....... ......-7 2.05 Application of Payment Rue 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited.....,, „ .................... 7 2.08 Programa Income . 7 2.09 Nonsupplaraing 8 ARTICLE III. STATE AND FEDERAL FUNDING - g 3.01 Funding 8 3.02 No debt Against the Stale 3,03 Debi. to State 8 3.04 Recapture of Funds g ARTICLE IV Allowable Costs and Audit Requirements.......----. 9 4,01 Allowable Costs. , 9 4.02 Independent Single or Program -Specific Audis 10 4.03 Submission of Audit I 0 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS .. 11 5-01 General Affirmations 11 5.02 Federal Assurances ..................... ........ 4...,.............,..a.a11 5.03 Federal Certifications I I ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY ....,.......... 11 .01 Ownership ._ i 1 6.02 Intellectual Property ..................,. 11 ARTICLE VII RECORDS, AUDIT, AND DISCLOSUR.IE....,,. 11 7.01 Rooks and Records 11 7.02 Ams to records, books, and documents 12 Grantee Uniform Terms end Conditions Paget of 19 DocuSign Envelope ID: C344C4B8-26E6-4DR3-ABEO-D5ADF79313513B 7,03 Responseicotripliance with audit or inspection findings......_ ........ _ ... . .. ............ „. 12 7.04 SAO Audit 12 7,05 Confidentiality . 13 7.06 Public Information Act 13 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION ........ 13 8.01 Contract Management .... ... ........ ... — 13 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 14 ARTICLE IX MISCELLANEOUS PROVISIONS 14 9.01 Amendment ...... ...... .. _...„.„, ........ ..... „_ ............ ....... .... 14 9.02 Insurance 14 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 15 9.06 Assignments 15 9,07 Relationship of the Parties 15 9.08 Technical Guidance tellers 16 9.09 Governing Law and Venue . 16 9.11 Survivability 16 9.12 Force fvlajeure „. ....... ...... ......... .... . . „ 17 9,13 No Waiver of Provisions 17 9,14 Publicity 17 9.15 Prohibition on Non -compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 18 9.20 Employment Verification 18 9.21 Civil Rights 18 v GEMLG Grantee Uniform Terms and Conditions Page 3 of 19 DocuSign Envelope ID C344C4B8-26E6.4DF8-ABED-D5ADF793B58B ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for all purposes if issued. "Deliverable" means a work product prepared, developed, or procured by Grantee as part of the Services under the Contract for the use or benefit of the System Agency or the State of Texas. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Assistive and Rehabilitative Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any, "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs, and creations r 06 03 16 Grantee Uniform Terms and Conditions Page 4 of 19 DocuSIgn Envelope ID. C344C488-26E6-4DFB-ABEo-D5ADF793B58B that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protege" means the Comptroller of Public Accounts' Ieadership program found at: http a/www. window.state. tx. us/procurement/prog/hublmentorprotegel . "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas, "State of Texas Tertravel" means Texas Administrative Code, Title 34, Part I, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified_ c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent v, 06.03.16 Grantee Uniform Terms and Conditions Page 5 of 19 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABEo-D5ADF793B588 Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." J. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following 1. 06 03 16 Grantee Uniform Terms and Conditions Page 6 of 19 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABED-D5ADF793B58B the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will 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 (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not Limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding IeveIs, in part, upon Grantee'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. 06.03.16 Grantee Uniform Terms and Conditions Page 7 of 19 DocuSign Envelope ID. C344C4BB-26E6-4DF8-ABED-D5ADF793B58B 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee 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. ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABEo-D5ADF793B58B ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement_ If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity State, Local and Tribal Governments Educational Institutions Non -Profit Organizations 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. ULM 16 Applicable Cost Principles 2 CFR, Part 225 2 CFR, Part 220 2 CFR, Part 230 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 Audit Requirements 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200, Subpart F and UGMS Grantee t.°niform Terms and Conditions Page 9 of 19 Administrative Requirements 2 CFR Part 200 and UGMS 2 CFR Part 200 and UGMS 2 CFR Part 200 and UGMS 2 CFR Part 200 and UGMS DocuSign Envelope ID: C344C4B8-26E6.4DF8-ABED-D5ADF793B58B 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. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with the 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $750,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS. State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (OIG) will notify Grantee to complete the Single Audit Status Registration Form. If Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS 4.03 Submission of Audit Within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section, Grantee shall submit one copy to the System Agency as directed in this Contract, The Grantee will also submit a copy of the Independent Single or Program -Specific Audit to the OIG, at the following address: 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 OIG should be addressed as follows: Dani.fielding q hhsc.state.tx_us If Grantee 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 Grantee of an audit report, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. 46 01.16 Grantee Uniform Terms and Conditions Page 10 of 19 DocuSign Envelope ID. C344C4B8-26E6.4DF8-ABEO-D5ADF793B58B ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract_ b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. 06.0116 Granter Uniform Terms and Conditions Page 11 of 19 DocuSign Envelope ID. C344C4B8-26E6-40F8-ABEO-D5ADF793B58B 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or 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 the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attomey General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. urbU.3 1.6 Grantee Uniform Terms and Conditions Page 12 of 19 DocuSign Envelope ID C344C4138-26E6-4DF8-ABED-D5ADF793B58B 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by Iaw, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pdf') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error; d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor Iaw, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability ' 06 03 16 Grantee Unitbrm Terms and Conditions Page 13 of 19 DocuSign Envelope ID: C344C4B6-26E6-4DF8-ABED-D5ADF793B58B The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination, ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with alI requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees. premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. Grantee t1niform Terms and Conditions Page 14 of 19 06.03.16 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABEO-D5ADF793B58B 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR c. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise. manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any Grantee t :nifi,rm Terms and Conditions Page l5 of 19 DaceSign Envelope ID: C344C4B8-26E6-4DF8-ABED-D5ADF793B58B liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e, Participation in any group insurance plans available to employees of the State of Texas; 11 Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter, A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued, 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 06 03 16 Grantee Uniform Terms and Conditions Page 16 of 19 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABEo-D5ADF793858B 972 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority, or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject matter, including in any promotional or marketing materials, customer Iists, or business presentations, Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts. each of which will be an original, and all such counterparts will together constitute but one and the same Contract. 06 03.16 Grantee Uniform Terms and Conditions Page 17of19 DocuSign Envelope ID: C344C4B8-26E5.4DF8-ABED-D5ADF793B588 979 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors. assigned by the contractor to perform work pursuant to the Contract. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d el seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 el seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§610I -6I07); 5. Title IX of the Education Amendments of 1972 (20 U.S,C. §§ I681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §201 I et seq.), and 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: httn:.'.www.hhsc.state.tx.us.'about hhscicivil-rights/brochures-posters.shtml Uf03.1C Grantee Uniform Terms and Conditions Page 18 of 19 DocuSign Envelope ID C344C49&26E6-40F8-ABEo-D5ADF793858B d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (5 12) 438-4313 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. .{L91.3.16 Grantee Uniform Terms and Conditions Page 19 of 19 DocuSign Envelope ID. C344C4B8-26E6-4DF8-ABED-D5ADF743B58B ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND MODIFY THE HHS UNIFORM TERMS AND CONDITIONS: A. Uniform Terms and Conditions, Records, Audit and Disclosure, ARTICLE VII, Section 7.02, is revised to include the following: In addition to the site visits authorized by this Article of the Uniform Terms and Conditions, Grantee will allow DSHS to conduct on-site quality assurance reviews of Grantee. Grantee will comply with all DSHS documentation requests and on-site visits. Grantee will make available for review all documents related to the Contract, upon request by the DSHS Program staff. B. The following sections of these Uniform Terms and Conditions will not apply to interagency or interlocal contracts: i. Debt to State and Corporate Status, Section 2.04; ii. Application of Payment Due, Section 2,05; iii. Insurance, Section 9.02; and iv. Indemnity, Section 9.05. SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: 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. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. v. 11.15.2016 Page 1 DocuSign Envelope ID C344C4B8-26E6-4DF8-ABED-D5ADF79385BB ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business. or their agent, employee, contractor or volunteer that is providing services under this Contract has: 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. 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. b. Grantee 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 the System Agency. SECTION 1.04 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. SECTION 1.05 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. Grantee may be called upon to assist the System Agency in providing the following services: 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. In-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. v. l I.15.2016 Page 2 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABED-D5ADF793B58B ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SECTION 1.06 INTERIM EXTENSION AMENDMENT . 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_ The System Agency shall provide written notice of interim extension amendment to the Grantee 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. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d, Grantee will provide and invoice for services in the same manner that is stated in the Contract, e. An interim extension under Section (b)(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 (b)(2) above shall be a one-time extension for a period of time determined by the System Agency. Remainder of page is left blank, v. 11.15.2016 Page 3 DocuSign Envelope ID. C344C4B8-26E6-4DF8-ABED-D5ADF793B58B OMB Number: 4040-0007 Expiration Dale: 01/31/2019 ASSURANCES - NON -CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0040), Washington, DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant. 1. Has the legal authority to apply for Federal assistance and the institutional, managerial and financial capability (including funds sufficient to pay the non -Federal share of project cost) to ensure proper planning. management and completion of the project described in this application. 2. Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award, and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives 3. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 4. Will initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 6. Will comply with ail Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.0.§§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Previous Edition Usable Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act 011975, as amended (42 U. S.C. §§6101-6107), which prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91.616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee- 3). as amended, relating to confidentiality of alcohol and drug abuse patient records, (h) Title VIII of the Civil Rights Act 011968 (42 U.S.C. §§3601 el seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and, (j) the requirements of ariy other nondiscrimination statute(s) which may apply to the application. 7 Will comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act 011970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 8 Will comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds Standard Form 4245 (Rev, 7.97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 1 DocuSign Envelope ID: C344C4B8-26E6-4DF8-ABEo-D5ADF793858B 9. Will comply, as app.icable, with the provisions of the Davis - Bacon Act (40 U.S.C. §§276a to 276a-7). the Copeland Act (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§327- 333), regarding labor standards for federally -assisted construction subagreements. 10. Will comply, if applicable, with Hood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10.000 or more. 11, Will comply with environmental standards which may be prescribed pursuant to the [(Wowing' (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L_ 91-190) and Executive Order (EO) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq ), (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.), (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974. as amended (P,L. 93-523), and, (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L 93- 205). 12 Will comply with the Wild and Scenic Rivers Act of 1968 (16 U.S C §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL APPLICANT ORGANIZATION 1 13. Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq.). 14, Will comply with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance 15. Will comply with the Laboratory Animal Welfare Act of 1966 (PI, 89-544, as amended, 7 U.S.C. §§2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. 16. Will comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§4801 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133, "Audits of States, Local Governments, and Non -Profit Organizations." 18. Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program. 19. Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (NPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking In persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is in effect or (3) Using forced labor in the performance of the award or subawards under the award, TITLE DATE SUBMITTED Standard Farm 424B (Rev. 7.97) Back DocuSign Envelope ID C344C4B8-26E6-4DF8-ABED-D5ADF793B58B 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: Primary Address of Contractor ZIP Code: 9 -digits Required www.usps.com FFATA Contact # 1 Name, Email and Phone Number: FFATA Contact #2 Name, Email and Phone Number: DUNS Number: 9 -digits Required www.sam.gov State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Title of Authorized Representative Department of State Health Services Signature of Authorized Representative Date -1. Form 4734 — June 2013 DocuSlgn Envelope ID C344C4B8-26E8-4DF8-ABED-D5ADF7931358B Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, i 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 Tess 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 0 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 "8", 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. Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 Docu5ifsa. a SUCI lIO Certificate Of Completion Envelope Id C344C4B826E64DF8ABEOD5ADF793135813 Status Sent Subject. $201,123.00; CONTRACT NO. 537-18-0147-00001, Corpus Christi-Nueces County PHD; CPS LRN-PHEP Source Envelope. Document Pages. 47 Signatures. 0 Envelope Originator' Supplemental Document Pages' 0 Initials: 0 Josalyn Wilson Certificate Pages: 3 AutoNav: Enabled Payments: 0 1860 Michael Faraday Dr Envelopeld Stamping: Enabled Reston. VA 20190 Time Zone (UTC -06.00) Central lime (US & josalyn.wilson@hhsc state.Ix,us Canada) IP Address: 167.137.1.15 Record Tracking Status: Original 2/9/2017 Signer Events Ayeola Williams ayeola,.wilfiams@hhsc state.tx us Staff Attorney, System Contracting HHSC Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID. Patty Melchior Patty.Melchior@dshs.state tx us Resource Director Department Stale Health Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure Not Offered via DocuSign ID Margie C. Rose mangier@cctexas.com Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure. Not Offered via DocuSign ID. David Gruber david.gruber@dshs.texas.gov Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID. Holder Josalyn Wilson josalyn.wilson@hhsc state.tx.us Signature Completed Using IP Address. 160.42.85 9 Completed Using IP Address: 160.42-85.9 Location DocuSign Timestamp Sent 2/10/2017 Viewed: 2/11/2017 Signed: 2/11/2017 Sent 2/11/2017 Viewed. 2!1312017 Signed 2/13/2017 Sent. 2/13/2017 In Person Signer Events Signature Timestamp Editor Delivery Events Status Tlmestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Deserie Burrell deserie burrell@dshs state.tx.us Contract Manager Texas Health and Human Services Commission Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Justin Davis justin.davis@dshs.state.tx.us Department of Slate Health Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID. Amy Greene amy.greene@hhsc.state.tx.us Contract Specialist V Texas Health and Human Services Commission Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure:. Not Offered via DocuSign ID: Susana Garcia susana.garcia@dshs state tx.us Unit Director Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disc,'osure. Not Offered via DocuSign ID. William Uhlarik williamu2@cctexas.com Assistant Director of Public Health Corpus Christi-Nueces County P.H.D. Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID. DSHS CMU Inbox CMUContracts@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure Not Offered via DocuSign ID. Status Status Status COPIED COPIED COPIED COPIED COPIED Timestamp Tlmestamp Tlmestamp Sent. 2/10/2017 Sent: 2/10/2017 Sent 2/10/2017 Sent: 2/11/2017 Sent 2113/2017 Viewed 2/14/2017 Notary Events Timestamp Envelope Summary Events Envelope Sent Payment Events Status Timestamps Hashed/Encrypted 2/13/2017 Status Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 9, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: TO: February 13, 2017 Margie Rose, City Manager THRU: Annette Rodriguez, M.P.H., 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 grant contract amendment for the Nutrition Services Section/Women, Infants and Children (NSS/WIC) grant in the amount of $1,012,631.00, and appropriation of the funds for the contract period October 1, 2017 through September 30, 2018; and ratifying acceptance of the grant amendment to begin February 15, 2017. CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an amendment to a grant contract forthe Women, Infant and Children's Nutrition Program (WIC) grant in the amount of $1,012,631.00, increasing the total amount to $2,025,262.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide funds for the WIC program for the amended contract period October 1, 2016, through September 30, 2018; appropriating the increased grant amount; and ratifying acceptance of the grant agreement to begin February 15, 2017. PURPOSE: To provide funds for personnel costs, supplies and other expenses to run The Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) that provides supplemental foods, health care referrals, and nutrition education for eligible low-income pregnant, breastfeeding, and non -breastfeeding postpartum women, and to infants and children up to age five who are found to be at nutritional risk within the State of Texas. BACKGROUND AND FINDINGS: Population Served: The WIC target population are low-income, nutritionally at risk: • Pregnant women (through pregnancy and up to 6 weeks after birth or after pregnancy ends). • Breastfeeding women (up to infant's 1st birthday) • Nonbreastfeeding postpartum women (up to 6 months after the birth of an infant or after pregnancy ends) • Infants (up to 1st birthday). WIC serves 53 percent of all infants born in the United States. • Children up to their 5th birthday. Benefits The following benefits are provided to WIC participants: • Supplemental nutritious foods • Nutrition education and counseling at WIC clinics • Screening and referrals to other health, welfare and social services Program Delivery WIC is not an entitlement program as Congress does not set aside funds to allow every eligible individual to participate in the program. WIC is a Federal grant program for which Congress authorizes a specific amount of funds each year for the program. WIC is • administered at the Federal level by FNS • administered by 90 WIC state agencies, through approximately 47,000 authorized retailers. • WIC operates through 1,900 local agencies in 10,000 clinic sites, in 50 State health departments, 34 Indian Tribal Organizations, the District of Columbia, and five territories (Northern Mariana, American Samoa, Guam, Puerto Rico, and the Virgin Islands). Examples of where WIC services are provided: • county health departments • hospitals • mobile clinics (vans) • community centers • schools • public housing sites • migrant health centers and camps • Indian Health Service facilities ALTERNATIVES: Refuse the grant and discontinue providing Women, Infants, and Children services for the community. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: • •Operating • •Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $1,012,631.00 $1,012,631.00 BALANCE $1,012,631.00 $1,012,631.00 Fund(s): Grant Comments: The grant does not require a cash or in-kind match by the City. 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 amendment to begin October 1, 2017 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. 2017-049800-001A Ordinance Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an amendment to a grant contract for the Women, Infant and Children's Nutrition Program (WIC) grant in the amount of $1,012,631.00, increasing the total amount to $2,025,262.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, to provide funds for the WIC program for the amended contract period October 1, 2016, through September 30, 2018; appropriating the increased grant amount; and ratifying acceptance of the grant agreement to begin February 15, 2017. 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 an amended grant amount of $1,012,631.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the amended contract period of October 1, 2016, through September 30, 2018, to provide funds for the WIC program. Section 2: That the increased grant amount of $1,012,631.00, is appropriated in the No. 1066 Health Grants Fund to continue the WIC program in the Health Department. Section 3: The amendment includes revisions to the section numbering to reflect a sequential order; Section IV, Budget; and addition of Section 9.02, Insurance, to the Supplemental Conditions section of the Attachment D. Section 4: Further the City Council ratifies acceptance of the grant amendment to begin as of February 15, 2017. 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 , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of 2017. ATTEST: Rebecca Huerta City Secretary Mayor DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 2017-049800-OO1A AMENDMENT NO. 1 The DEPARTMENT OF STATE HEALTH SERVICES ("System Agency") and CORPUS CHRISTI- NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ("Grantee"), who are collectively referred to herein as the "Parties," to that certain Women, Infants and Children's Nutrition Local Agency grant contract effective October 1, 2016 and denominated DSHS Contract No. 2017-049800-001 ("Contract"), now desire to amend the Contract. WHEREAS, the parties desire to, amongst other things, extend the term of the Contract to allow for successful completion of the Project, add funding for Fiscal Year 2018, and modify the Insurance provision in the Contract Uniform Terms and Conditions; and WHEREAS, these revisions will result in an addition of ONE MILLION TWELVE THOUSAND SIx HUNDRED THIRTY-ONE DOLLARS ($1,012,631.00) in funds. Now, THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. The Parties agree to revise the Contract Signature Page to correct the section numbering to reflect a sequential order. 2. SECTION III of the Contract Signature Page (DURATION) is hereby amended to reflect a new termination date of September 30, 2018. 3. SECTION IV of the Contract Signature Page (BUDGET) is deleted and replaced in its entirety with the following: IV. BUDGET The total amount of this Contract will not exceed Two MILLION TWENTY-FIVE THOUSAND Two HUNDRED SIXTY-TWO DOLLARS ($2,025,262.00), of which $1,012,631.00 is allocated toward Fiscal Year 2017 (October 1, 2016 through September 30, 2017) and $1,012,631.00 is allocated toward Fiscal Year 2018 (October 1, 2017 through September 30, 2018). All expenditures under the Contract will be in accordance with Attachment A, Statement of Work. 4. The Parties agree to add the following to the Supplemental Conditions section of the Attachment D, Supplemental and Special Conditions: Section 9.02 Insurance, of the Health and Human Services Commission Uniform Terms and Conditions - Grant, Version 2.13 is deleted in its entirety and replaced with the following: 9.02 Insurance As a local government as such term is defined under Tex. Gov't Code § 791.003(4), Grantee agrees to maintain the highest levels of insurance as required by applicable law. Page 1 of 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 5. This Amendment No.1 shall be effective as of February 15, 2017. 6. Except as amended and modified by this Amendment No. 1 all terms and conditions of the Contract, as amended, shall remain in full force and effect. 7. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS Page 2 of 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 SIGNATURE PAGE FOR AMENDMENT NO. 1 DSHS CONTRACT No. 2017-049800-OO1A HEALTH AND HUMAN SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC COMMISSION HEALTH DISTRICT (CITY) By: By: Charles Smith Name: Executive Commissioner Title: Date of Execution: Date of Execution: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 FFATA Page 3 of 3 Approved as to for Ail. £_- AIP' . -warstant C'l► •'•'rnie i 'try Attorney DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 2017-049800-001 UNDER THE WOMEN, INFANT AND CHILDREN'S NUTRITION PROGRAM GRANT PROGRAM I. PURPOSE The Department of State Health Services ("System Agency"), a pass-through entity, and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for Women, Infant and Children's Nutrition Program (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of 42 U.S.C. § 1786, 7 CFR Part 246, and Chapter 32 of the Texas Health & Safety Code. II. DURATION This Contract is effective on October 1, 2016 and terminates on September 30, 2017, unless renewed or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IH. BUDGET The total amount of this Contract will not exceed ONE MILLION TWELVE THOUSAND SIX HUNDRED THIRTY-ONE DOLLARS ($1,012,631.00). All expenditures under the Contract will be in accordance with ATTACHMENT A, STATEMENT OF WORK. IV. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency Department of State Health Services 1100 W. 49th Street, Austin, TX 78756 Attention: Cynthia Wright, DSHS Contract Manager cynthia.wright@dshs.state.tx.us Grantee Corpus Christi-Nueces County Public Health District (City) 1201 Leopard St., Corpus Christi, TX 78401 Attention: Margie Rose margier@cctexas.com System Agency Contract No.2017-049800-001 Page 1 of 3 v. 02.01.2016 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 V. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services Attention: Lisa Hernandez 1100 W. 49`h Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) 1201 Leopard St., Corpus Christi, TX 78401 Attention: Margie Rose Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. VI. ADDITIONAL GRANT INFORMATION Federal Award Identification Number (FAIN): 16166TX506W 1003 Federal Award Date: 10/01/16 thru 09/30/17 Name of Federal Awarding Agency: United States Department of Agriculture Food and Nutrition Service CFDA Name and Number: 10.557 Awarding Official Contact Information: FNS Southwest Regional Office Food and Nutrition Service 1100 Commerce Street, Room 522 Dallas, TX 75242-9980 Telephone: (214) 290-9810 DUNS: 069457784 SIGNATURE PAGE FOLLOWS System Agency Contract No.2017-049800-001 Page 2 of 3 v. 02.01.2016 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 SIGNATURE PACE FOR SYSTEM AGENCY CONTRACTN030I7-049900-001 REALTH AND HUMAN SERVICES Common GRANTEE Chanes Smith Executive Commissioner Date of execution: d.30/ Date oFexccutian: /et , az f la THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 2017488004M ARE HEREBY INCORPORATED BY REFERENCE: ATTEST: lAttokATTACHMENT A-SFATEMENr OF WORK MECCA NUERTA ATTACHMENT B - UNIFORM TERMS AND CONDmONS ATTACHMENT C -GENERAL AFFIRMATIONS ATTACHMENT D -SUPPLEMENTAL & SPECIAL. CoNDITIoNS ATTACHMENT E - FEDERAL ASSURANCES AND CERTIFICATtoNs ATTACHMENT F - FFATA ATTACHMENT G -DATA USE AGREEMENT ATTACHMENT H-NoN-ExcLuswE LIST or APPLICABLE LAWS CITY SECRETARY v.011112011 ATTACHMENTS FOLLOW Spins Allem Cu �; N' 0174498a0.oa1 COUNCIL 0310 DocuSign Envelope ID: 2E0C79B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform professional, administrative and clerical services necessary to determine eligibility, provide food benefits, and provide appropriate nutrition education and counseling to qualified women, infants and children in a specified geographic area. Grantee shall ensure adequate staff coverage and uninterrupted delivery of services. Services shall be performed according to the statutes, rules, policies, and directives of the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) and/or as directed by the United States Department of Agriculture (USDA) as referenced in this Contract. During the term of this Contract, the USDA may issue regulations, instructions, policies and/or directives, which may be incorporated into the current System Agency WIC Program Policy and Procedures Manual and program rules. B. Provide services within the state boundaries of Texas and in the approved clinic locations described in Grantee's approved application which is incorporated herein by reference and made a part of this Contract. C. Assist System Agency or USDA in the collection of data that will identify benefits of this nutrition intervention program and furnish financial, health, nutrition education and any other special reports in a timely manner as required by System Agency's WIC Program policies and procedures for the compilation of such data. D. Determine eligibility of applicants through assessment of their categorical income, residence and nutritional status, and provide nutrition education and counseling to eligible participants. E. Become and maintain designation as a Mother -Friendly Worksite in accordance with 25 Tex. Admin. Code § 31.1. F. Appoint a Grantee WIC Director/Supervisor. G. Train Local Agency staff. The term "Local Agency" is defined at 7 CFR § 246.2. H. Conduct outreach to potential participants. I. Complete surveys as requested. J. Complete part one, part two, or both, as follows: 1. Part One: Coordinate with System Agency to visit the physical address of a proposed grocery store outlet and determine if a store exists. Grantee shall send System Agency an email correspondence indicating findings. 2. Part Two: In accordance with current System Agency WIC policies and procedures, coordinate with System Agency to schedule and conduct an on-site evaluation of the WIC authorized vendor upon request by System Agency and complete the On-site Evaluation within thirty (30) days and submit the form electronically to System Agency within one (1) business day. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 1 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK K. Determine participants' access to health care, medical care and other human services, and make appropriate referrals. Grantee shall have a system in place to provide participants with appropriate health services or make appropriate referrals to health care providers under written agreements that ensure confidentiality of participants' personal information. L. Issue pre -numbered WIC Electronic Benefit Transfer (EBT) cards furnished by System Agency to qualified participants who shall use such EBT cards to obtain specified food items from participating vendors; maintain complete accountability and security of all WIC EBT cards received from System Agency. Grantee shall be held financially responsible for all unaccounted WIC EBT cards and/or for the redeemed value of those issued to ineligible participants. In addition, Grantee shall be held financially liable for issuance of infant formula instruments that are not authorized or prescribed according to the System Agency WIC Policy and Procedures Manual. M. Permit System Agency or its agent to install telecommunications equipment at all Grantee WIC clinics and administrative offices using Management Information System (MIS), or software on a network or stand-alone personal computer. Grantee is required to permit installation at all its permanent WIC sites. Grantee will notify System Agency not less than forty-five (45) days prior to the relocation of a site or the deployment of a new site to allow System Agency or its agent to install telecommunications equipment. N. Connect portable computers (e.g. notebooks or laptops) that use MIS software daily to a System Agency -provided telecommunications access point to transfer data to and receive updates from System Agency. Data transfer and update connection must be made on each day that Grantee provides WIC services. Portable computers may use the provided wireless connection or go to any of the Grantee's permanent WIC sites for data transfer. O. Review the immunization records of WIC Program applicants/participants to ensure that immunizations are current. Make appropriate referrals to health care providers for necessary immunizations according to WIC Program policy. P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m. to 5:00 p.m., Monday through Friday, according to the Grantee's System Agency -approved Annual Plan of Operations, which incorporated by reference and made a part of this Contract. Q. Implement or expand Grantee's Breastfeeding Peer Counseling program to provide training and salary of peer counselors who assist pregnant and breastfeeding WIC program participants in normal breastfeeding situations. Provide clients with after-hours peer counseling services. Funding for this activity will be contingent on availability and written approval by System Agency. R. Implement or expand Grantee's Breastfeeding Peer Dad Program if approved by the System Agency. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 2 DocuSign Envelope ID 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK 1. If selected by the System Agency to participate in the Breastfeeding Peer Dad Program, Grantee shall submit to System Agency for review and approval a quarterly activity report in a format designated by System Agency. The activity report shall include goals and objectives, strategies, activities, timeline of events and performance measures for implementing and evaluating the program. Grantee shall submit the activity report to System Agency within 30 calendar days after the end of the each quarter during the Contract term. S. Implement special projects according to System Agency -approved plan related to nutrition education, outreach or breastfeeding if project is requested by Grantee and approved by System Agency. Funding for special projects is contingent upon availability and approval in writing by System Agency of the Grantee's plan for the special project. T. Implement lactation services for WIC program participants who have breastfeeding problems that are beyond the scope of practice of Grantee's WIC staff and/or peer counselors using International Board Certified Lactation Consultants (IBCLC) or the most qualified equivalent. Lactation services may also include Local Agency staff training and the provision of lactation equipment. System Agency will provide written approval of Grantee's plan to use lactation funding. U. Ensure adequate staff coverage and uninterrupted delivery of WIC services if any member of Grantee's staff is approved in writing by System Agency to participate in the System Agency's dietetic Internship program. This internship will consist of no less than 1,200 hours of supervised learning experiences in a variety of nutrition -related facilities. Grantee is responsible for: 1. Designating a WIC Nutritionist, preferably a registered dietitian, to be the Community Nutrition WIC Preceptor and oversee and evaluate intern's performance for the Community Nutrition (CN)/WIC portion of the System Agency dietetic internship. 2. The Community Nutrition Preceptor to ensure that the dietetic interns meet all requirements, standards and required supervised practice hours for the CN Supervised Practice as outlined by the System Agency's WIC Program. 3. Ensuring that the intern is not used for regular WIC duties during the internship period. 4. Collecting pay -back monies from intern in the event that the intern does not fulfill dietetic internship local agency contract requirements. Monies must be returned to System Agency. V. Stock System Agency provided manual pumps, single -user electric breast pumps and multi-user electric breast pumps, collection kits, and purchase additional sized flanges. Distribute the appropriate pumps, kits, and/or additional sized flanges to eligible WIC participants. System Agency reserves the right to withhold payment if Grantee fails to accurately complete and submit online breast pump receiving reports within three (3) business days of receiving a System Agency breast pump delivery as documented in the current WIC Local Agency policy and procedure manual. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK W. Implement or expand Grantee's use of a Registered Dietitian (RD) who is registered with the Commission on Dietetic Registration to provide for Grantee that includes, but not limited to: assistance with quality assurance, staff training, assistance with the Annual Nutrition Education and Breastfeeding plan, individual counseling for high-risk participants, and facilitated discussion classes. X. Implement or expand the obesity grant now named the Improving the Client Experience (ICE) grant. The ICE grant will enable Grantee to develop and implement initiatives and strategies to improve the client experience and alleviate client "pain points," thus improving the quality of services and client satisfaction. Examples of Grantee initiatives to access these funds include, but are not limited to, enhancing nutrition education activities such as cooking demonstrations, gardening activities, and supermarket tours; improving the WIC participant shopping experience by using funding for vendor liaison expenses to ensure local area grocery stores are complying with policies; cultivating Grantee staff and participant collaborations by making the clinic environment more conducive to open communication with round tables, sofas, etc.; incorporating materials and methods that will improve customer service and clinic flow; and upgrading the clinic to make it more child -friendly. Grantee shall submit proposed initiatives and required reports in a frequency and format designated by System Agency for review and approval. If selected by System Agency, Grantee shall appoint a grant coordinator to oversee the implementation and evaluation of each initiative. Y. If selected by System Agency, serve as an Innovation Center to implement special nutrition education and retention projects as proposed to System Agency. Innovation Center projects include, but not limited to, emotion -based counseling techniques, telecommunication health and nutrition support via web -cam, phone, and/or e-mail, parent- child support groups, child -friendly activities, unique group nutrition education including physical activity, hands-on components, or cooking demonstrations, program evaluations, community education and outreach, and other special projects related to health and behavior change proposed by the Grantee if approved by System Agency. Grantee shall designate an Innovation Lead who is responsible for overseeing local agency staff training, implementation, and evaluation of Center activities. Grantee shall participate in activities as requested by System Agency, including but not limited to, providing observation and training activities to staff from other WIC local agencies, writing news articles, participating in training and evaluation efforts, attending workgroup meetings, and presenting progress on activities to various audiences Grantee activities will comply with written Innovation Center plan submitted and approved by DSHS which is incorporated by reference. Grantee will submit reports in a frequency and in a format designated by System Agency. Z. Grantee shall resolve all possible dual participation records each month. System Agency reserves the right to withhold payment if Grantee fails to accurately resolve all possible System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 4 DocuSign Envelope ID: 2E007988-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK dual participation records within three (3) months from the month of the automated alert within the MIS system. AA. All activities related to WIC program, including timeframes, budget, and any revisions shall be approved by System Agency. BB. Submit to System Agency the following deliverables in a format designated by System Agency: 1. Monthly WIC Local Agency Performance Measure Report submitted by the 15th calendar day of the following month; and 2. Monthly Extended Hours Summary Report submitted by the 15th calendar day of the following month. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in this Attachment A and compliance with the Contract's terms and conditions. The following performance measures will be used to assess, in part, Grantee's effectiveness in providing the services described in the Contract, without waiving the enforceability of any of the other terms of the contract. A. Grantee shall ensure: 1. An average of 95% of families each quarter who participate in WIC Program by receiving food benefits shall also receive nutrition education classes or individual counseling services to coincide with food instrument issuance; 2. An average of 20% of all pregnant women who enter the WIC Program each quarter shall be certified as eligible during the period of the first trimester of their pregnancy; 3. An average of 80% of clients a quarter who are enrolled in the WIC Program, excluding dual participants, transfer locked and/or migrant clients, shall participate as food benefit recipients each month (breast-feeding infants are also included in the client count); and 4. 100% of participants who indicate during the enrollment process for the WIC Program that they have no source of health care shall be referred to at least one (1) source of health care at certification of eligibility. III. INVOICE AND PAYMENT A. Grantee will request monthly payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.texas.gov/grants/forms.shtm and submit with any supporting documentation by electronic mail to DSHS Contract Development and Support Branch at WicVouchersna,dshs.state.tx.us. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 5 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK 1. Grantee shall indicate separately on the face of the State of Texas Purchase Voucher, the costs associated with nutrition education, breast-feeding, and other administrative costs. B. Grantee will submit Financial Status Reports (FSR) by electronic mail to the DSHS Contract Development and Support Branch at WicVouchers@dshs.state.tx.us by the last business day of the month following the end of each quarter of the Contract term for review and financial assessment. C. Grantee will be paid on a cost categorical basis and in accordance with the terms of this Contract. D. All payments made by System Agency to Grantee under this Contract will be reimbursements subject to the following requirements, conditions and stipulations: 1. All categories of costs billed to System Agency and allocation of such costs, shall be in accordance with the Plan to Allocate Direct Costs (PADC) submitted by Grantee and accepted by the System Agency. This document is incorporated in the Contract by reference. 2. System Agency will reimburse Grantee for administrative costs incurred when determining eligibility, providing appropriate nutrition education and counseling, issuing WIC Electronic Benefit Transfer (EBT) cards, making participant referrals, vendor evaluation, outreach, start-up costs and general administrative support. 3. Administrative costs will be reimbursed based on actual costs, but not to exceed the "maximum reimbursement" based upon the sum of the participants who were issued WIC EBT cards each month plus infants who do not receive any WIC EBT cards whose breastfeeding mothers were participants to the extent that the total so derived does not exceed Grantee's total assigned caseload within any given month. Surplus funds (the amount by which maximum reimbursements exceed actual costs) can be accumulated and carried forward within the Contract term. 4. The participant caseload will be assigned by System Agency by giving written notice to Grantee. The participant caseload is subject to change upon written notice to Grantee from System Agency with Grantee's concurrence. Grantee assumes liability for all food costs resulting from Grantee exceeding its assigned caseload. The number of individuals served in excess of assigned caseload are not to be included in the calculation of earned administrative funds as described below. 5. Grantee may be allowed the option of receiving a two (2) month cash advance in accordance with current System Agency's WIC program policy and procedures. 6. Surplus encumbered by September 30 shall be billed and vouchers received by System Agency no later than 45 calendar days following the Contract term. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 6 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK E. Grantee shall earn administrative funds at the rate of $14.08 for each participant served as defined in this Contract. Grantee agrees that: 1. Grantee shall identify and document separately not less than 19° o of total administrative costs as expenditures directly related to nutrition education and counseling. Nutrition education and counseling expenditures shall be supported by documentation of participant attendance or non-attendance within the WIC Program. 2. System Agency will reimburse Grantee for administrative expenses at a rate not greater than 5.26 times the amount of properly documented expenditures for nutrition education and counseling, but not more than is earned based on actual participation not to exceed Grantee's assigned participant caseload, plus any incentive funds allocated to Grantee by System Agency. 3. System Agency will reimburse Grantee's indirect costs by one of the following: a. Amount calculated in accordance with Grantee's current valid federally negotiated indirect cost rate (IDCR), b. Amount calculated in accordance with Grantee's accepted System Agency Cost Allocation Plan (CAP). System Agency will limit CAP reimbursement at twenty (20) percent applied to Grantee's total direct salaries plus benefits reimbursed by System Agency, or d. A Grantee that has never negotiated an IDCR may elect to charge a de minimis rate of 10% of modified total direct costs. 4. System Agency will identify annually to Grantee an amount of funds that shall be spent for breastfeeding promotion. The allocation of breastfeeding funds to Grantee will be based on Grantee's proportional share of the statewide combined total of pregnant and breastfeeding participants as reported to System Agency. 5. System Agency reserves the right to withhold a proportionate amount of earned administrative funds when evidence exists that nutrition education and/or breastfeeding promotion is not being provided by Grantee, or Grantee is not complying with the provisions of USDA and/or System Agency directives. 6. System Agency may amend or terminate the Contract if available funds become reduced, depleted, or unavailable during the term of the Contract to the extent that the WIC Program is unable to provide administrative funding at the rate(s) stated in this Contract. System Agency will notify Grantee if a change in funding occurs and Grantee will have sixty (60) days to provide written notice to System Agency with intention to terminate this contract. 7. During the term of the Contract, System Agency may, at its sole discretion, unilaterally adjust the base reimbursement rate as defined in this attachment if it is in the best interest of System Agency and if administrative WIC Grant funds change. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 7 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT A STATEMENT OF WORK 8. System Agency may, at its sole discretion, pay for additional goods or services, as specified in this attachment, if provided by Grantee during the term of the Contract and not otherwise paid during the Contract term if it is in the best interest of System Agency. If Grantee exceeds the amount of eamed administrative funds as stated above, Grantee shall continue to bill System Agency for the services provided. If additional funds become available at a later date for the provision of these services, System Agency may elect to pay Grantee a share of these funds. 9. System Agency may provide extended hours funding to Grantee for participants who are provided WIC services outside the normal traditional hours to the extent that federal funding is available. System Agency Contract No. 2017-049800-001 v. 06.22.2016 Page 8 DocuSign Envelope ID: 2E007988-F2CA-4064-8A95-8864BADBEB49 HHSC uniform Terms and Conditions Version 2.13 Published and Effective July 15, 2016 Responsible Office Chief Counsel AG z G rAe›.7 t /1 G 2' TEXAS Health and Human Services Commission Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.13 DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2.01 Payment Methods 6 2.02 Final Billing Submission 6 2.03 Financial Status Reports (FSRs) 7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited 7 2.08 Program Income 7 2.09 Nonsupplanting 8 ARTICLE HI. STATE AND FEDERAL FUNDING 8 3.01 Funding 8 3.02 No debt Against the State 8 3.03 Debt to State 8 3.04 Recapture of Funds 8 ARTICLE IV Allowable Costs and Audit Requirements 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program -Specific Audit 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 11 5.01 General Affirmations 11 5.02 Federal Assurances 11 5.03 Federal Certifications 11 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 11 7.01 Books and Records 11 7.02 Access to records, books, and documents 12 Grantee Uniform Terms and Conditions Page 2 of 19 v. 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 7.03 Responselcompliance with audit or inspection findings 12 7.04 SAO Audit 12 7.05 Confidentiality 13 7.06 Public Information Act 13 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 13 8.01 Contract Management 13 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 14 ARTICLE IX MISCELLANEOUS PROVISIONS 14 9.01 Amendment 14 9.02 Insurance 14 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 15 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 16 9.09 Goveming Law and Venue 16 9.11 Survivability 16 9.12 Force Majeure 17 9.13 No Waiver of Provisions 17 9.14 Publicity 17 9.15 Prohibition on Non -compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 18 9.20 Employment Verification 18 9.21 Civil Rights 18 Grantee Uniform Terms and Conditions Page 3 of 19 N. 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for all purposes if issued. "Deliverable" means a work product prepared, developed, or procured by Grantee as part of the Services under the Contract for the use or benefit of the System Agency or the State of Texas. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Assistive and Rehabilitative Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations v. 06.03.16 Grantee Uniform Terms and Conditions Page 4 of 19 DocuSign Envelope ID. 2E0079138-F2CA-4064-8A95-8864BADBEB49 that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http://www.window.state.tx.us/procurement/prog/hub'mentorprotege.: . "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas TextraveP' means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Grantee Uniform Terms and Conditions Page 5 of 19 v. 06.03 16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit ratefee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following Grantee Uniform Terms and Conditions Page 6 of 19 N. 06.03.16 DocuSign Envelope ID. 2E0C79B8-F2CA-4C64-8A95-8864BADBEB49 the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will 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 (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee'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. N. 06.03.16 Grantee Uniform Terms and Conditions Page 7 of 19 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee 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. ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 06.03 16 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR, Part 225 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR, Part 230 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS 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 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Grantee Uniform Terms and Conditions Page 9 of 19 v. 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with the 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $750,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (OIG) will notify Grantee to complete the Single Audit Status Registration Form. If Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS 4.03 Submission of Audit Within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section, Grantee shall submit one copy to the System Agency as directed in this Contract. The Grantee will also submit a copy of the Independent Single or Program -Specific Audit to the OIG, at the following address: 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 OIG should be addressed as follows: Dani. fieldin g(aihhsc. state.tx.us If Grantee 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 Grantee of an audit report, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. N. 06.03.16 Grantee Uniform Terms and Conditions Page 10 of 19 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. Grantee Uniform Terms and Conditions Page 11 of 19 v. 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or 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 the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 1..06.03.16 Grantee Uniform Terms and Conditions Page 12 of 19 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pdf') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error; d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability Grantee Uniform Terms and Conditions Page 13 of 19 v. 06.03 16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. Grantee Uniform Terms and Conditions Page 14 of 19 v. 06.03.16 DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any Grantee Uniform Terms and Conditions Page 15 of 19 c. 06.03.16 DocuSign Envelope ID 2E0C79B8-F2CA-4C64-8A95-8864BADBEB49 liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. Grantee Uniform Terms and Conditions Page 16 of 19 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. Grantee Uniform Terms and Conditions Page 17 of 19 v. 06.03.16 DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 5. Title D( of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: http://www.hhsc.state.tx.us,about hhsc:'civil-rights/brochures-posters.shtml Grantee Uniform Terms and Conditions Page 18 of 19 v. 06 03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 N. 06.03.16 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 GENERAL AFFIRMATIONS By entering into this Contract, Contractor affirms, without exception, as follows: 1. Contractor represents and warrants that these General Affiriations apply to Contractor and all of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, Subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract. 2. Contractor represents and warrants that all statements and information provided to the Enterprise Agency are current, complete, and accurate. This includes all statements and information relating in any manner to this Contract and any solicitation resulting in this Contract. 3. Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract. 4. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 5. Under Section 2155.006, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that h is not ineligible to receive this Contract end acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 6. Under Section 2261.053, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 7. Under Section 231.006, Texas Family Code (relating to delinquent child support), Contractor certifies that it is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. 8. Contractor certifies that: (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors; and (d) any personnel designated to perform services related to this Contract are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal Department or Agency. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's Subcontracts if payment in whole or in part is from federal funds. 9. Contractor certifies that h, its principals, its Subcontractors, and any personnel designated to perform services related to this Contract are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity. 10. Contractor certifies it is in compliance with all State of Texas statutes and rules relating to procurement; and that (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors, and (d) any personnel designated to perform services related to this Contract are not listed on the federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for federal procurement are listed at bttns://www.sam.ggviportaypublic/SAMi, which Contractor may Enterprise Agency Contract No. 2017-049800-001 Page 1 of 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 review in making this certification. Contractor acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. This provision shall be included in its entirety in Contractor's Subcontracts if payment in whole or in part is from federal funds. 11. In accordance with Texas Government Code Section 669.003 (relating to contracting with the executive head of a state agency), Contractor certifies that it (1) is not the executive head of the Enterprise Agency; (2) was not at any time during the past four years the executive head of the Enterprise Agency; and (3) does not employ a current or former executive head of the Enterprise Agency. 12. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 14. Contractor represents and warrants that it will comply with Texas Government Code Section 2155.4441, relating to the purchase of products produced in the State of Texas under service contracts. 15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts with and involving former and retired state agency employees), Contractor will not allow any former employee of the Enterprise Agency to perform services under this Contract during the twelve (12) month period immediately following the employee's last date of employment at the Enterprise Agency. 16. Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of the Enterprise Agency who during the period of state service or employment participated on behalf of the Enterprise Agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the officer's or employee's service or employment with the Enterprise Agency ceased. 17. Contractor understands that the Enterprise Agency does not tolerate any type of fraud. The Enterprise Agency's policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. All employees or contractors who suspect fraud, waste or abuse (including employee misconduct that would constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and the State Auditor's Office. Contractor agrees to comply with all applicable laws, rules, regulations, and Enterprise Agency policies regarding fraud including, but not limited to, HHS Circular C-027. 18. Contractor represents and warrants that it has not violated state or federal antitrust laws and has not communicated its bid for this Contract directly or indirectly to any competitor or any other person engaged in such line of business. Contractor hereby assigns to Enterprise Agency any claims for overcharges associated with this Contract under 15 U.S.C. § 1, el seq., and Texas Business and Commerce Code § 15.01, et seq. 19. Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included numbered paragraph 1 of these General Affirmations within the five (5) calendar years immediately preceding the execution of this Contract that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to the Enterprise Agency's consideration of entering Enterprise Agency Contract No. 2017-049800-001 Page 2 of 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to the Enterprise Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to the Enterprise Agency's consideration of entering into this Contract. In addition, Contractor represents and warrants that it shall notify the Enterprise Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update the Enterprise Agency shall constitute breach of contract and may result in immediate termination of this Contract. 20. Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 21. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes, and other laws that pertain to this Contract. 22. Contractor represents and warrants that the individual signing this Contract is authorized to sign on behalf of Contractor and to bind Contractor. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Enterprise Agency Contract No. 2017-049800-001 Page 3 of 3 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND MODIFY THE HHS UNIFORM TERMS AND CONDITIONS Section 2.03 Financial Status Reports (FSRs), of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is revised to read as follows: Except as otherwise provided in these Uniform Terms and Conditions or in the terms of any Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to DSHS Contract Development and Support Branch (CDSB) by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the fmal FSR no later than forty-five (45) calendar days following the end of the applicable term. Article IV, Allowable Costs and Audit Requirements of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13 is modified to include: 4.04 Cost Allocation Plan. a. Grantee shall implement and follow the applicable Cost Allocation Plan. b. Grantee shall submit a Cost Allocation Plan on the format approved by System Agency to the DSHS Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to: coscapedshs.state.tx.us, or to such other email address or follow such other process as requested by System Agency, no later than the 60th calendar day after the effective date of the Contract, except when a Grantee has a current Cost Allocation Plan on file with the System Agency. If Grantee's plan is the same as the plan previously submitted to System Agency, by signing this Contract, Grantee 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, Grantee 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 9.21 Civil Rights, of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is modified to add the following: g. Grantee shall comply with all provisions required by implementing the regulations of the Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for Enforcement of Title VI; 28 CFR § 50.3 and 28 CFR Part 42; and Food & Nutrition Service (FNS) directives and guidelines, to the effect that no person will, on the grounds of race, color, national origin, sex, age, or disability be excluded from participation under any program or activity for which Grantee receives federal financial assistance from FNS; and hereby gives assurance that it shall immediately take measures necessary to implement this Contract. h. Grantee shall compile data, maintain records and submit reports, as required, to permit effective enforcement of the nondiscrimination laws and permit authorized USDA and System Agency personnel, during normal working hours, to review such records, books, and accounts as needed to ascertain compliance with the nondiscrimination laws. The Department of Agriculture, Food and Nutrition Service (USDA), has the right to seek judicial enforcement if Grantee violates any nondiscrimination laws. This Assurance is binding on Grantee, its successors, transferees, and assignees, as long as they receive assistance or retain possession of any assistance from the v. 03.10.2016 Page 1 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS Department of Agriculture. The person or persons whose signatures appear on the Contract are authorized to sign this Assurance on behalf of Grantee. Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is modified by adding the following: Section 9.22 Equipment and Supplies a. Reportable Capital Assets. Grantee shall maintain an inventory of reportable capital assets placed in the custody of the Grantee by System Agency. Grantee shall conduct an annual inventory for each administrative and clinic site and submit to DSHS Property Management in a format and upon a delivery date designated by System Agency. Grantee shall administer a program of maintenance, repair and protection of assets under this Contract so as to assure their full availability and usefulness. In the event Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assess provided under this Contract, it shall use the proceeds to repair or replace said assets. b. Grant Purchased 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. Grantee shall inventory all equipment, and report the inventory on the DSHS Contractor's Property Inventory Report form. c. Supplies. 1. 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. 2. 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. 3. Prior approval by System Agency of the purchase of Controlled Assets is not required, but such purchases must be reported on the DSHS Contractor's Property Inventory Form as detailed in this section. d. Property Inventory and Protection of Assets. 1. Grantee shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Section and submit an annual cumulative report of the equipment and other property on DSHS Contractor's Property Inventory Report to the DSHS Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15th of each year. The report is located at: http:www.dshs.statc.tx.us contracts forms.shtm. 2. Grantee shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. v. 03.10.2016 Page 2 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS 3. If Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Grantee shall use the proceeds to repair or replace those assets. e. Assets as Collateral Prohibited. Grantees on a cost reimbursement payment method shall not encumber equipment purchased with System Agency funds without prior written approval from the System Agency. f. Disposition of Property. 1. Grantee 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 System Agency 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. g- 2. 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. 3. 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, Grantee shall request disposition approval and instructions in writing from the contract manager assigned to this Contract. 4. After an item reaches the end of its useful life, Grantee shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. 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, Grantee shall submit to the contract manager assigned to this, an inventory of equipment purchased with grant funds and request disposition instructions for such equipment. All equipment purchased with grant funds must be secured by Grantee at the time of Closeout, or termination of this Contract, and must be disposed of according to System Agency's disposition instructions, which may include return of the equipment to System Agency or transfer of possession to another System Agency contractor, at Grantee's expense. Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is modified by adding the following: Section 9.23 Contracts with Subrecipient and Vendor Subcontractors. a. Grantee may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in the Contract. b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Grantee shall obtain written approval from System Agency. v. 03.10.2016 Page 3 Non -Profit DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS c. Grantee shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. d. Grantee shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by System Agency. e. Grantee 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. Grantee is responsible to System Agency for the performance of any subcontractor. Article VIII Contract Management and Early Termination Provision of the Health and Human Services Commission Uniform Terms and Conditions — Grant, Version 2.13, is modified by adding the following: 8.05 Termination by Grantee If Grantee seeks to terminate this Contract, Grantee shall give System Agency no less than sixty (60) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. SPECIAL CONDITIONS Section 1.01 Notice of Legal Matter or Litigation. Grantee shall notify the contract manager assigned to this Contract of any litigation or legal matter related to or affecting this Contract within seven calendar days of becoming aware of the litigation or legal matter. Section 1.02 Notice of a Contract Action. Grantee shall notify their assigned contract manager assigned to the Contract if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: 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. Section 1.03 Notice of Bankruptcy. Grantee shall notify in writing their assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. Section 1.04 Notice of Criminal Activity and Disciplinary Actions. v. 03.10.2016 Page 4 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS a. Grantee shall immediately report in writing the contract manager assigned to the Contract when the Grantee has knowledge or reason to believe any that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, subContractor or volunteer that is 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; and 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority; or 3. 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. b. Grantee 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 System Agency. Section 1.05 Grantee's Notification of Change of Contact Person or Key Personnel. Within ten days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Grantee's Contact Person or Key Personnel. Section 1.06 Notice of IRS or TWC Insolvency. Grantee shall notify in writing their assigned contract manager their insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission within 5 days of the date of becoming aware of such. Section 1.07 Disaster Services. In the ex ent 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, Grantee may be called upon to assist System Agency in providing the following services: 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. In-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 ser ices; and n. Victim identification and mortuary services. Section 1.08 Consent by Non -Parent or Other State Law to Medical Care of a Minor. Unless federal law applies, when a Grantee provides medical, dental, psychological or surgical treatment to a minor without parental consent, either directly or through contracts Ntiith subContractors, before the Grantee provides treatment to minor unless informed consent to treatment is obtained pursuant to Texas Family Code Chapter 32. v. 0 3 . 1 0 . 2 0 1 6 Page 5 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS Section 1.09 Services and Information for Persons with Limited English Proficiency. a. Grantee 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. Grantee 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. Grantee shall make every effort to av oid 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. Section 1.10 Third Party Payors. Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors, vti ho 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 Grantee 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 System Agency 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 System Agency for the deductible; d. Not bill the System Agency 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 System Agency: and g. Provide third party billing functions at no cost to the client. Section 1.11 HIS/AIDS Model Workplace Guidelines. Grantee shall implement System Agency's policies based on the Htunan Immtmodeficiency Virus Acquired Immunodeficiency Syndrome (HIV AIDS), AIDS Model Workplace Guidelines for Businesses at http://www.dshs.state.tx.us/hivstd;policy policies.shtm, State Agencies and State Grantees Policy No. 090.021. Grantee 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. Section 1.12 Medical Records Retention. Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, piles . 03.10.2016 Page 6 Non -Profit DocuSign Envelope ID. 2E0079B8-F2CA-4064-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS and regulations governing medical information. Grantee shall maintain full and complete records concerning WIC Program operations and the following requirements: a. Records shall include, but not be limited to, information pertaining to financial operations, food delivery systems, food benefit issuance and redemption, equipment purchases and inventory, certification, nutrition education, civil rights and fair hearing procedures. b. If United States Department of Agriculture (USDA) deems any of the WIC program records to be of historical interest, it may require System Agency or the Grantee to forward such records to the USDA whenever either entity is disposing of them. c. All records shall be available during normal business hours for representatives of the USDA, System Agency and the Comptroller General of the United States to inspect, audit, and copy. Any reports or other documents resulting from the examination of such records that are publicly released may not include confidential applicant or participant information. Section 1.13 Notice of a License Action. Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: 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 1.14 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. System Agency shall provide written notice of interim extension amendment to the Grantee 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. System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Grantee will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)(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 (b)(2) above shall be a one-time extension for a period of time determined by System Agency. Section 1.15 Electronic and Information Resources Accessibility and Security Standards. a. Applicability. The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that System Agency employees are v. 03.10.2016 Page 7 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS 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 System Agency's clients or recipients after completion of the Agreement. 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 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, System Agency 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, Grantee 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. System Agency may review, test, evaluate and monitor Grantee'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 Grantee's assertion of compliance with the Accessibility Standards. 2. Grantee agrees to cooperate fully and provide System Agency and its representatives timely v. 03.10.2016 Page 8 Non -Profit DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties. 1. Grantee represents and warrants that: 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 ii. If the Products will be in the custody of the state or a System Agency 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 System Agency or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to System Agency, 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. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which System Agency relies in awarding this Contract. 4. Grantee'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 Grantee nor any other person has cause of action against System Agency 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 Grantee's representations and warranties, Grantee will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which System Agency may be entitled under this Contract and other applicable law. Section 1.16 Child Abuse Reporting Requirement. a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. c. Grantee shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting as required by the System Agency. Grantee shall retain v. 03.10.2016 Page 9 Non -Profit DocuSign Envelope ID 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT D SUPPLEMENTAL & SPECIAL CONDITIONS reporting documentation on site and make it available for inspection by System Agency. d. If Grantee chooses to interview a client to determine if an affirmative defense to prosecution exists, as defined by System Agency, which would allow them under the System Agency policy to not make a report of child abuse, the Grantee shall conduct these interviews in the following manner: 1. For ineligible clients, the interview shall be conducted after the entire WIC visit is done. For eligible clients, the interview may occur at the point in time when all WIC activities, including communication of eligibility and individual counseling, are completed with the exception of food instrument issuance. 2. The interview shall be conducted only by a competent authority or a supervisor and in a confidential setting. 3. Prior to asking the client any questions, the interviewer shall inform the client that the questions have no bearing on the client's WIC eligibility and receipt of services. Section 1.17 Additional Requirements a. Grantee shall comply with all applicable federal and state laws, rules, regulations, standards, and guidelines in effect on the beginning date of this Attachment as amended, including, but not limited to: 1. Uniform Federal Assistance Regulations, 7 CFR Parts 15, 15a, 15b, 246, 248, 3016, 3017 and 3018; 2. WIC Program and Farmers' Market Nutrition Program Rules, 25 Texas Administrative Code, §§ 31.11-31.37; and 3. Child Nutrition Act of 1966, as amended, 42 USC 1786. 4. Uniform Grant Guidance Federal Regulations, 2 CFR Part 200; b. The following documents are incorporated by reference and made a part of this Contract: 1. DSHS Standards for Public Health Clinic Services, revised August 2004, or latest revision; 2. USDA Food and Nutrition Service (FNS) Guidelines; 3. USDA FNS Instructions issued under the FNS Directives Management System. v. 03.10.2016 Page 10 Non -Profit DocuSign Envelope ID 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 acAm E e ASSURANCES - NON -CONSTRUCTION PROGRAMS OMB Number 4040-0007 Expiration Dale 01/3112019 Puk Cteporting burden for this collection of information is estimated to average 15 minutes per response, including time for reviewing introns, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of info•mntion. Send comments regarding the burden estimate or any other aspect of this collodion of information, including suggestions for mda.rag this burden, to the Office of Management and Budget, Paperwork Reduction Project (03480040), Washington, DC 20503 PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. Wire Certain of these assurances may not be applicable to your project or program. if you have questions, please contact the award ng agency. Further, certain Federal awarding agencies may require applicants to certify to additional assurances If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant. 1 Has the legal authority to apply for Federal assistance and the Institutional, managerial and financial capabitily (including funds sufficient to pay the non -Federal share of project cost) to ensure proper planning management and completion of the project described in this application. 2 Will give the awarding agency, the Comptroller General of the United States and, if appropriate, the State. through any authorized representative, access to and the right to examine alt records, books, papers, or documents related to the award; end will establish a proper accounting system In accordance with generally accepted acounbng standards ar agency directives. 3 Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes ar presents the appearance of personal or organizational conflict of interest, or personal gain 4 Vlfill initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5 WlII comply with the Intergovernmental Personnel Act of 1970 (42 U S C §§4728-4763) relating to prescribed standards for /merit systems for programs funded under one of the 19 stabiles or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C F R 900, Subpart F) 6 Will comply with all Federal statutes relating to nondiscrimination These Include but are not limited to (a) Title VI of the Civil Rights Act of 1984 (P.L 88-352) which prohibits discrimination on the basis of race calor or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U S C §§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Previous Edition Usable Act of 1973, as amended (29 U.S.0 §794) which prohablts discrimination on tha basis of handicaps, (d) the Age Discsimtnation Ad of 1975, as amended (42 U S.C. §§6101-6107) which prohibits discrimination on the basis of age, (e) the Drug Abuse Office and Treatment Act of 1972 (P.L 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L 91-816), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§523 and 527 of the Public Health Service Act 011912 (42 U.S C 55290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1988 (42 U.S.C. 553601 et seq.), as amended, relating to nondisafmination in the sale, rental or financing of housing; (1) any other nondiscrimination provisions in the spedfic statute(s) under which application for Federal assistance is being made, and, G) the requirements of any other nondiscrimination statute(s) which may apply to the application. 7 WIN comply, or has already complied, with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Poiides Act of 1970 (P.L 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 8 VAII comply, as applicable, with provisions of the Hatch Act (5 U.S.C. §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or In pan with Federal funds, Standard Perm 1219 (Rev. 747) Authorized for Local Reproduction Prescribed by OM CMwlarA-102 DocuSign Envelope ID 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 S. Wdl comply as applicable, with the provisions of the Davis - Bacon Act (40 U S.0 §§276a to 276a-7) the Copeland Act (40 U.S C §276c and 18 U.S C. §874), and the Contract Work Hours and Safety Standards Ad (40 U S C. §§327- 333), regarding labor standards for federally -assisted construction subagreements 1 Will comply if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is 510,000 or more 11 WW comply with environmental standards which may be prescribed pursuant to the following (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order (E0) 11514. (b) notification of violating facilities pursuant to EO 11738, (c) protection of wetlands pursuant to EO 11990• (d) evaluation of flood hazards In floodplain in accordance with EO 11988, (a) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (18 U S C §§1451 et seq.); (f) conformity of Federal action to State (Clean Ah) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S C §§7401 et seq ); (g) protection of underground sources of drinking water under the Safe Drinking Water Ad of 1974, as amended (P.L 93-523). and, (h) protection of endangered species under the Endangered Spedes Act of 1973, as amended (P.L 93- 205). 12 Will comply with the Wild and Scenic Rivers Act of 1966 (16 U.S.G. §§1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. ilAPPUCANT ORGANIZATION 13 WWU assist the awarding agency In assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (18 U.S.C. §470), E0 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. §§469a-1 et seq.) 14 Will comply with P.L. 93-348 regarding the protection of human subjects involved In research, development, and related activities supported by this award of assistance 15 Will comply with the Laboratory Animal Welfare Act of 1966 (P.L 89-544, as amended, 7 U.S C §§2131 et seq.) pertaining to the care, handling: and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. 16 VWII comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.0 §§4801 et seq ) which prohibits the use of lead-based paint in construction or rahabiltation of residence structures. 17. Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments 011996 and OMB Circular No A-133, "Audits of Slates, Local Govemments, and Non -Profit Organizations " 18 MU comply with alt applicable requirements of all other Federal laws, executive orders, regulation, and policies governing this program. 19. Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 U.S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act during the period of time that the award is In effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL. 11 TITLE ei zy /7 DATE SUBMITTED t 1 `—�7 Standard Form 4248 pier. 7.117) Back DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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) (2) (3) 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. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting 10 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 -I I, "Disclosure Form to Report Lobbying,' in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all hers (including subcontracts. subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipicnts 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 less that $10,000 and not more than 5100,000 for each such failure. Signature Print Nam•bf Authorize Individual ,R0/7— 0 y ?Poo — 00/ Application or Contract Number of 96 CA,-,..sZ _ Organization Name NG1C er c7-2.4 ,42.5/ / //, (' Neer/6A/.� i r ��- . c zy) 1-5-1'7 Date CSCU # EF24-12374 - Revised 2;2006 DocuSign Envelope ID: 2E0C79B8-F2CA-4C64-8A95-8864BADBEB49 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 teams that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed dreumstances. if the Slanor cannot certify all of the statements contained in this section. Slanor must provide written nye to _psHS detailing which of the below statements It cannot certify and wyiy. Legal Name of Contractor Corpus Christi- Nueces County Public Health District FFATA Contact # 1 Name, Email and Phone Number. Constance Sanchez Constanceplcctexas. com 361-826-3227 Primary Address of Contractor. 1702 Horne Road Corpus Christi, TX 78416-1902 FFATA Contact #2 Name, Email and Phone Number. Blandina Costley Blandlnactbcctexas.com 361-826-7252 ZIP Code: 9 -digits Required www.usos.com �7 8!4 1 6 11 •910l21 - .. DUNS Number. 9 -digits Required www.sam.eov 016191415 8 State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits 1 7 4 6 0 0T0 5 7 4 1 0 2 7 Printed Name of Authorized Representative Margie Rose T61. Signature of Authorized Representative Title of Authorized Representative City Manager Date I-5_ 17 Department of State Health Services Fenn 4734—June 2013 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I 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? Q 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 "Bk. A. Certification Regarding % gf 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? Q 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? 0 Yes s 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? 0 Yes Q 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 Stale Health Services Farm 4734 —June 2013 DocuSign Envelope ID 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 11115 Couurat.t No. 2017-049800.001 DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT ("CoNTRACToR") This Data Use Agreement ("DUA"), effective as of the date signed below ("Effective Date"), is entered into by and between the Texas Health and Human Services Enterprise agency TEXAS DEPARTMENT OF STATE HEALTH SERVICES ("HHS"), and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT, a political subdivision of the State of Texas ("CONTRACTOR"), and incorporated into the terns of HHS Contract No. 2017-049800-001, in Travis County, Texas (the "Base Contract"). ARTICLE I. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information. 43 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. §1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter, The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder, Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Govcnunent Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific pwpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User" means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21.2015 Page 1of15 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 TTIIS Contract No. 2017-049800-001 (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information. and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create, receive, maintain, use, disclose or have access to, that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § 166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 2 of 15 DocuSign Envelope ID: 2E007968-F2CA-4C64-8A95-8864BADBEB49 11115 Contract No 2017-049800-001 User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code §181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re -identify or further identify Confidential Information or De -identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and (4); Texas Health & Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(ii); 164.504(e)(1)(i) and (2). (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 3 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 1111S Contract No. 2017-049800-001 (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(ii)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations, CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS, use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA 45 C.F.R. § 164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 4 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 IIIIS Contract No. 2017-0-19800-001 (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazirds to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 5 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-B864BADBEB49 }1lIS Contract No 2017-049800-001 this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d); 164.530(1)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received, used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(1)(1). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law, HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De -identification of HHS Confidential Information is a means of security With respect to de -identification of PHI, "secure" means de -identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312; 164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 6 of 15 DocuSign Envelope ID. 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 MIS Contract No. 2017-049800-001 • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800- 66 Revision 1 — An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HES in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 7 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 111IS Contract No. 2017-019800-001 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available: For (a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach• including how it occurred and who is responsible (or hypotheses, if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age, telephone number, HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 8 of 15 DocuSign Envelope ID: 2E0C79B8-F2CA-4C64-8A95-8864BADBEB49 IEEIS Contract No 2017-049800-001 and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm, including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce. Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and (m) Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discovery. 4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 9 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 IITIS Contract No 2017-W9800-001 (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third -parties, or any notice required by other state or federal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 10 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-6A95-8864BADBEB49 III IS Contract No. 2017-049800-001 HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation, the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 11 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 HITS Contract No 2017-049800-001 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self -insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 12 of 15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 IIfiti Contract No 2017-049SQ0 001 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. Irony provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. ARTICLE 7. AUTHORITY To EXECUTE The Parties have executed this DUA in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. IN WITNESS HEREOF, HHS and CONTRACTOR have each caused this DUA to be signed and delivered by its duly authorized representative: TEXAS HEALTH AND HUMAN SERVICES CONTRACTOR BY: BY: NAME: NAME: TITLE: TITLE: DATE: 1201 . DATE: C• /2'/-e >OJC cfL y �t/'1u f► tr "5 .201?J HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 13of15 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 ATTACHMENT H DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS Contractor is responsible for reviewing and complying with any applicable statutes, rules, regulations, executive orders and policies. To the extent applicable 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 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 -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 1101 et seq., as amended by Public Law 113-4 (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-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 Govemment 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; 1. Environmental standards pursuant to the following: ' 02.01.2016 Page 1 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 ATTACHMENT H DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS 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;" 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 II 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 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. v. 02.01.2016 Page 2 DocuSign Envelope ID: 2E0079B8-F2CA-4C64-8A95-8864BADBEB49 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 DocuSign Envelope ID: 2E0079B8-F2CA-4064-8A95-8864BADBEB49 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I 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? Q Yes 0 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?17 Yes n 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? n Yes n 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? n Yes n 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. Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 Docu Certificate Of Completion Envelope Id: 2E0C79B8F2CA4C648A958864BADBEB49 Status: Sent Subject: $1,012,631; 2017-049800-001A; CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT; NSS-WIC-LOCALS Source Envelope: Document Pages: 76 Signatures: 0 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Jason Jahnke Certificate Pages: 4 AutoNav: Enabled Payments: 0 1860 Michael Faraday Dr Envelopeld Stamping: Enabled Reston, VA 20190 Time Zone: (UTC -06:00) Central Time (US & jason.jahnke@hhsc.state.tx.us Canada) IP Address: 167.137.1.16 Record Tracking Status: Original 2/7/2017 Signer Events Ayeola Williams Ayeola.Williams@hhsc.state.tx.us Staff Attorney, System Contracting HHSC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Charles Rotan Charles.Rotan@dshs.state.tx.us Manager V Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Patty Melchior Patty.Melchior@dshs.state.tx.us Resource Director Department State Health Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure. Not Offered via DocuSign ID: Evelyn Delgado evelyn.delgado@dshs.state.tx.us Associate Commissioner - FCHS Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Jason Jahnke jason.jahnke@hhsc.state.tx.us Signature Completed Using IP Address: 160.42.85.9 Completed Using IP Address: 160.42.85.9 Completed Using IP Address: 160.42.85.9 Completed Using IP Address: 160.42.85.9 Location: DocuSign Timestamp Sent: 2/7/2017 Viewed: 2/7/2017 Signed: 2/7/2017 Sent: 2/7/2017 Viewed: 2/8/2017 Signed: 2/8/2017 Sent: 2/8/2017 Viewed: 2/8/2017 Signed: 2/8/2017 Sent: 2/8/2017 Viewed: 2/9/2017 Signed: 2/9/2017 v sic; R*D Signer Events Kirk Cole kirk.cole@dshs.state.tx.us Associate Commissioner Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John Hellerstedt John.Hellerstedt@dshs.state.tx.us Commissioner Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Annette Rodriguez annetter@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Bernie Rodriguez bemie.rodriguez@hhsc. state.tx.us Procurement Manager Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Matthew Chaplin Matthew.Chaplin@hhsc.state.tx. us Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Karen Ray Karen. Ray@hhsc.state.tx.us Chief Counsel HHSC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signature Completed Using IP Address • 104.14.159.252 Completed Using IP Address: 160.42 85.9 Timestamp Sent: 2/9/2017 Viewed: 2/12/2017 Signed: 2/12/2017 Sent: 2/12/2017 Viewed: 2/13/2017 Signed: 2/13/2017 Sent: 3/9/2017 Viewed: 3/1612017 Signer Events Signature Timestamp Charles Smith Charles.Sm ith@hhsc.state.tx. us Executive Commissioner HHSC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Cynthia Wright Cynthia. W right@dshs.state.tx.us Contract Manager Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Ellen Watkins ellen.watkins@dshs.state.tx.us Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Amy Greene amy.greene©hhsc.state.bc.us Contract Specialist V Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure. Not Offered via DocuSign ID: Susana Garcia susana.garcia@dshs.state.tx.us Unit Director Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: COPIED COPIED COPIED COPIED Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/7/2017 Sent: 2/7/2017 Viewed: 2/24/2017 Sent: 2/7/2017 Sent 2/7/2017 Carbon Copy Events William M. Uhlarik williamU2@cctexas.com Assistant Director of Public Health Corpus Christi-Nueces County P.H.D. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Pam Wells pam.wells@hhsc.state.tx. us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: FCHS WIC Inbox WICcontracts@dshs.state.bc.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure Not Offered via DocuSign ID: Status COPIED Timestamp Sent: 2/13/2017 Viewed: 2/13+2017 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/9/2017 Payment Events Status Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 9, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: April 10, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Closing a portion of a utility easement located at 3733 South Port Ave CAPTION: Ordinance abandoning and vacating a 268 -square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave. and requiring the owner, Nueces County Health and Retardation Community Center, to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate a portion of a utility easement and allow for Nueces County Health and Retardation Community Center to construct an expansion of the existing building. BACKGROUND AND FINDINGS: Nueces County Health and Retardation Community Center (Owner) is requesting the abandonment and vacation of a 268 -square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave. The abandonment and vacation of the utility easement is being requested by the Owner in conjunction with the expansion of the existing building. Staff recommends the Owner pay a one-time fair market value fee in accordance with City Code of Ordinance Section 49-13. The Owner will not be dedicating a utility easement to off -set the requested abandonment. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating • •Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item One-time fee $804.00 $804.00 BALANCE $804.00 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $804.00 c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Location Maps Ordinance abandoning and vacating a 268 -square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave. and requiring the owner, Nueces County Health and Retardation Community Center, to comply with the specified conditions. WHEREAS, Nueces County Health and Retardation Community Center (Owner) is requesting the abandonment and vacation of a 268 -square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 268 -square foot portion of an existing utility easement, 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 Nueces County Health and Retardation Community Center ("Owner"), a 268 -square foot portion of an existing utility easement out of a part of Great Gulf Corporation, Block 1, Lot 3, located at 3733 South Port Ave., as recorded in Volume 51, Page 43 of the Map Records of Nueces County, Texas, 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 and field notes, "Exhibit B", which is the graphical representation of the legal, and "Exhibit C", which is the location map which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $804.00 c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor STATE OF TEXAS COUNTY OF NUECES 0.006 Acre Easement Closure Exhibit "A" Job No. 43116.B700 February 20, 2017 Rev: April 18, 2017 Fieldnotes, for a 0.006 Acre Easement Closure, being a portion of an existing utility easement, of Lot 3, Block 1, Great Gulf Corporation, a map of which is recorded in Volume 51, Page 43, of the Map Records of Nueces County, Texas; the said 0.006 Acre Easement Closure being more fully described as follows: Commencing, at a TxDOT Monument (Type 11) Found, on the East Right -of -Way of Crossway Expressway (State Highway 286), a public roadway, for the Northwest comer of the said Lot 3, from Whence, a 5/8 Inch Iron Rod Found, being the Southwest corner of the said Lot 3, bears South 01°13'25" East, 229.41 Feet; Thence, South 61°49'13" East, with the North line of the said Lot 3, 80.86 Feet, from Whence, the Northeast corner of the said Lot 3, bears South 61°49'13" East, 263.42 Feet; Thence, South 28°10'47" West, over and across the said Lot 3, 8.00 Feet, to the Point of Beginning, and the Northwest corner of this Tract; Thence, South 61°49'13" East, 133.79 Feet, for the Northeast corner of this Tract; Thence, South 28°10'47" West, 2.00 Feet, to the Southwest line of a 10 Foot Wide Utility Easement, as shown on the Plat of the said Lot 3, for the Southeast corner of this Tract; Thence, North 61°49'13" West, with the said Utility Easement, 133.79 Feet, to the Southwest corner of this Tract; Thence, North 28° 10'47" East, departing the said Utility Easement, 2.00 Feet, to the Point of Beginning, containing 0.006 Acres (268 SqFt) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described herein. S:\Surveying\43116\B700\43116B700.Docx OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE, Firm # 145 • TBPLS Firm # 10032400 AN ENG James D. Carr, R.P.L.S. License No. 6458 Page 1 of 1 FAX (361)854-6001 Point of Commencement LEGEND: 0 5/8 Inch Iron Rod stomped "URBAN ENCR CC Tx" Found • 5/8 Inch Iron Rod Found ® TXDOT Monument (Type II) Found Point of ▪ Beginning LINE BEARING DISTANCE L1 S 28'10'47" W 8.00' L2 S 28110'47" W 2.00' L3 N 28'10'47" E 2.00' Sec 661 C °, G q� e N° Nors o R4• C S22q °°r 4 ifENGINEERING URBAN MOE FIRM NO. I.. TOP. FIPAI NO. loom000 REV: APRIL 18, 2017 DATE: FEB. 20, 2017 SCALE: 1 "=30' JOB NO.: 43116.B700 SHEET: 1 OF 1 DRAWN BY: CDS urbansuryey103.4rbaneng.com 02017 by Urban Engineering Exhibit "B" Sketch to Accompany Fieldnotes, for a 0.006 Acre Easement Closure, being a portion of an existing utility easement, of Lot 3, Block 1, Great Gulf Corporation, a map of which is recorded in Volume 51, Page 43, of the Map Records of Nueces County, Texas. 0.006 Acres 268 SqFt Lot 3, Block 1 Great Gulf Corporotion Vol. 51, Pg. 43, M.R.N.C.T. Doc. No. 2001047442, 0.P.R.N.C.T. Owner: Nueces County Health and Mental Retardation Community Center 0 15 30 GRAPHIC SCALE 1"=30' COUNTY OF NUECES CITY OF CORPUS CHRISTI LOCATION MAP N.T.S Exhibit "C" Location Map Site Map to Accompany Fieldnotes, for a 0.006 Acre Easement Closure, being a portion of an existing utility easement, of Lot 3, Block 1, Great Gulf Corporation, a map of which is recorded in Volume 51, Page 43, of the Map Records of Nueces County, Texas. URBAN ENGINEERING 113PE "RN NO. 145, 1BPLS Fl1211 N0. 10032400 2725 SWANINER OR. CORPUS CHRIST, 14 78404 PHONE 361.854.3101 n%IURBANENOCON REV: APRIL 18, 2017 DATE: FEB. 20, 2017 SCALE: 1 "=30' JOB NO.: 43116.B700 SHEET: 1 OF 1 DRAWN BY: CDS urbansurveyl®urbaneng.com 02017 by Urban Engineering Aerial Overview 1 N Vicinity Map rgsCos� .� .,. A T! - , S ._. T. ili \� ,- 41111"1 i II J L. _ _f__ 4... OA i .114 41 Y y 'V (#44'0I .� \' \ 1 yR 1� 'l*' i. \ 1 VARR, m CR 6025 R 60 xa CR GR 6049 6050 iveosl CR 6053 Q Anier Co pus 1 o Christi Bay ✓ r� CR 241 /; • AGR se 4, JI 22 `a.� \ – ;yyy f Ia'al CR 26 CR 33 CF A�_ \ _...'' 1■ CCR 49—� CR 4,2 CR 53 CR 47 ���AII• / AGENDA MEMORANDUM First Reading for the City Council Meeting of May 9, 2017 Second Reading for the City Council Meeting of May 16, 2017 DATE: TO: FROM: April 12, 2017 Margie C. Rose, City Manager Laura Z. Garcia, Library Director lauraga@cctexas.com 826-7070 Ordinance appropriating $25,000 bequeathed from Paralee Price estate into Library Grants Fund No. 1068. CAPTION: Ordinance appropriating $20,000 bequeathed from Paralee Price into the Library Grants Fund No 1068 to provide the opportunity for all children to have access to cost-free educational materials at Corpus Christi Public Libraries; and appropriating $5,000 bequeathed from Paralee Price into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland library branch. PURPOSE: Corpus Christi Public Libraries will purchase $20,000 in children's educational material and $5,000 in large print format for the Anita & W.T. Neyland Public Library. BACKGROUND AND FINDINGS: Paralee Price passed away June 13, 2016. Corpus Christi Public Libraries was one of several local entities named in her Will. ALTERNATIVES: Do not approve. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Yes EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Finance. 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: None. RECOMMENDATION: Staff recommends appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance. Ordinance appropriating $20,000 bequeathed from Paralee Price into the Library Grants fund No 1068 to provide the opportunity for all children to have access to cost-free educational materials at Corpus Christi Public Libraries; and appropriating $5,000 bequeathed from Paralee Price into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland library branch. Whereas, Paralee Price bequeathed $20,000 to the Corpus Christi Public Libraries to provide the opportunity for all children to have access to cost-free educational materials; and Whereas, Paralee Price bequeathed $5,000 Anita & W. T. Neyland branch of the Corpus Christi Public Libraries for the designated purpose to purchase reading materials in large format printing with such funds to be expended within three years and not to become part of the general fund; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That $20,000 bequeathed from Paralee Price is appropriated into the Library Grants fund No 1068 to provide the opportunity for all children to have access to cost- free educational materials at Corpus Christi Public Libraries. Section 2. That $5,000 bequeathed from Paralee Price is appropriated into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland branch with such funds to be expended within three years. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of , 2017. ATTEST: Rebecca Huerta Mayor City Secretary 2 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: Legistar Number: 17-0492 April 25, 2017 Agenda Item: Ordinance appropriating $20,000 bequeathed from Paralee Price into the Library Grants Fund No 1068 to provide the opportunity for children to have access to cost-free educational materials at Corpus Christi Public Libraries; and appropriating $5,000 bequeathed from Paralee Price into the Library Grants fund No 1068 for the designated purpose of purchasing reading materials in large print format for the Anita & W.T. Neyland library branch. Amount Required: (Amount to be Certified) $ 25,000 Fund Name Accounting Unit Account No. Activity No. Amount Libraries Grant 1068-888-340000 20120 807715L $ 5,000 Libraries Grant 1068-888-340000 20120 807716L $20,000 Total $25,000 ❑ Certification Not Required Constance Sanchez Date Director of Financial Services AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 9, 2017 Second Reading Ordinance for the City Council Meeting of May 16, 2017 DATE: April 28, 2017 TO: Margie C. Rose, City Manager FROM: Alyssa M. Barrera, Business Liaison AlyssaB(c�cctexas.com (361) 826-3356 Daniel McGinn, Assistant Director of Planning/ESI DanielMc(c�cctexas.com (361) 826-7011 Creation of new Industrial District Agreement for Basic Equipment Co. Owned Property CAPTION: Ordinance disannexing from the City of Corpus Christi, Texas, an approximately 3.41 - acre tract of land owned by Basic Equipment Company and located in Nueces County; adjusting the City boundaries; amending Ordinance no. 029958 by adjusting the boundary of the City's Industrial District No. 1 to include the disannexed tract; authorizing the City Manager, or designee, to execute an Industrial District Agreement with Basic Equipment Company, requiring the payment of 100 percent of the ad valorem taxes that would be due if the tract was in city limits, and to file the Industrial District Agreement in the official records of Nueces County; providing for publication; and providing for severance. PURPOSE: This item is a two-part action to create an Industrial District Agreement (IDA) with Basic Equipment Company, for 100% Payment -In -Lieu -of -Taxes (PILOT) on properties which they intend to invest $2 million. BACKGROUND AND FINDINGS: In September 2013, the City Council approved a Master IDA with modifications to key financial provisions. The 2015 IDA removed a clause regarding treatment of "contiguous property," in the City limits. Since the creation of the Industrial District in 1980, companies had acquired properties inside City limits, but the "contiguous property," clause created an avenue for operations to continue as though the property was in the Industrial District. In the years following the approval of the current IDA template, some companies in the IDA have requested their "contiguous property" be disannexed to keep their property subject to a uniform standard of rules. In the fall of 2016, the Council approved disannexation of a few parcels owned by CITGO, with terms of 100% PILOT on Land, Improvements and Business Personal Property. CITGO plans $8 million of improvements over the next three years. Recently, Basic Equipment Co. provided written request to have the property disannexed and included in their existing IDA. Basic Equipment is proposing a $2 million Welcome and Training Center to replace an existing maintenance building on their property. Basic Equipment Co. has agreed to the same provisions that the Council has previously approved - 100% PILOT on Land and Improvements and continuing to pay Business Personal Property at 100%. ALTERNATIVES: To deny Basic Equipment Co.'s request for disannexation. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Provide adequate and suitably -zoned land for both light and heavy Industries. (Corpus Christi Policy Statements, Land Use, Industrial a.) EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal Department Development Services Business Liaison, Executive Departments FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2015-2016 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: No budgetary impact as Basic Equipment Co. will pay a fee in lieu of property taxes equal to the amount of taxes required if the property was inside city limits. RECOMMENDATION: Approval LIST OF SUPPORTING DOCUMENTS: Presentation — Basic Equipment Disannexation / IDA 7B Ordinance — Basic Equipment Disannexation / IDA 7B Section 2 Attachment - Metes & Bounds, Map — Tract A Section 4 Attachment - Metes & Bounds, Map — Industrial District 1 Section 5 Attachment - Industrial District Agreement 7B — Basic Equipment Form 1295 Disannexation & New Industrial District Agreement with Basic Equipment Company Proposed Ordinance to Disannex Land and to Place the Land in Industrial District No. 1 Council Presentation May 9, 2017 Industrial Districts Industrial Diatrict 1 Industrial District 2 EGON.* ST AN E4 g s AONES ST 2 Payment in Lieu of Taxes Existing Industrial District Agreement • Land - 100% PILOT • Improvements — 0% PILOT Year 1-4 62.5% PILOT Year 5+ • Business Personal Property — 0% PILOT Proposed Basic Equipment Industrial District Agreement • Land - 100% PILOT • Improvements - 100% PILOT • Business Personal Property - 100% PILOT Map of Property Proposed Disannexation Area Kt 0.125 0.25 0.5 Miles I la = Inside City Limits OCL = Outside City Limits — Disannexation Boundary Proposed Disannexation Area: 3.41 Acres 4 Proposed Investment • New Training / Welcome Center • $2 Million Investment Questions? ORDINANCE DISANNEXING FROM THE CITY OF CORPUS CHRISTI, TEXAS, AN APPROXIMATELY 3.41 -ACRE TRACT OF LAND OWNED BY BASIC EQUIPMENT COMPANY AND LOCATED IN NUECES COUNTY; ADJUSTING THE CITY BOUNDARIES; AMENDING ORDINANCE NO. 029958 BY ADJUSTING THE BOUNDARY OF THE CITY'S INDUSTRIAL DISTRICT NO. 1 TO INCLUDE THE DISANNEXED TRACT; AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN INDUSTRIAL DISTRICT AGREEMENT WITH BASIC EQUIPMENT COMPANY, REQUIRING THE PAYMENT OF 100 PERCENT OF THE AD VALOREM TAXES THAT WOULD BE DUE IF THE TRACT WAS IN CITY LIMITS, AND TO FILE THE INDUSTRIAL DISTRICT AGREEMENT IN THE OFFICIAL RECORDS OF NUECES COUNTY; PROVIDING FOR PUBLICATION; AND PROVIDING FOR SEVERANCE. WHEREAS, under Texas Local Government Code Chapter 42, Section 42.044, the Governing body of any city has the right, power and authority to designate any part of the area located in its extraterritorial jurisdiction as an Industrial District, and to treat such area from time to time as such governing body may deem to be in the best interest of the City; and WHEREAS, included in such rights and powers of the governing body of any city is the permissive right and power to enter into written agreements with the owner or owners of land in the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status of such land, and immunity from annexation by the city for a period of time, and other such terms and considerations as the parties might deem appropriate; and WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas (the " City"), to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the City and its environs by attracting the location of new and the expansion of existing industries therein as being in the best interest of the City and its citizens; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the City of Corpus Christi has enacted Ordinance No. 15898, approved November 26, 1980, as amended, indicating its willingness to enter into industrial district agreements with industries located within its extraterritorial jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues and to authorize new industrial district agreements to replace those that were about to expire, the City of Corpus Christi has enacted Ordinance No. 029958, approved September 17, 2013, which reestablished the boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas Page 1 of 4 "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts;" and WHEREAS, Basic Equipment Company ("Basic") wishes to have a certain parcel that it owns added to an Industrial District Agreement ("IDA") with the City in order to have consistent regulations governing its adjacent property inside the current boundaries of Industrial District Number 1 ("ID1"); and WHEREAS, in order to add the parcels owned by Basic to ID1, the City must disannex these parcels from the City boundaries, as authorized by Texas Local Government Code Section 43.142 and Article 1, Section 2 of the City Charter, and adjust the boundaries of ID1 to include those parcels; and WHEREAS, Basic has agreed to enter into an IDA pertaining to the parcel that will commit to paying 100 percent of ad valorem taxes that would be due for the parcel if it was inside city boundaries, and the City Council has determined that this arrangement would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The findings contained in the preamble of this Ordinance are determined to be true and correct and are hereby adopted as a part of this Ordinance. SECTION 2. An approximately 3.41 -acre tract of land owned by Basic and located in Nueces County is disannexed from the City of Corpus Christi, Texas city limits and boundaries depicted and described in the attached Map and Metes and Bounds Describing Tract A. SECTION 3. The boundaries of the City of Corpus Christi, Texas are adjusted to exclude that property comprising the above referenced tract of land. SECTION 4. Ordinance 029958, is amended by replacing that portion of Exhibit A of Ordinance 029958, which lays out the boundaries of Industrial District No. 1, with the attached Map and Metes and Bounds Showing the Boundary of Industrial District No. 1. That portion of Exhibit A laying out the boundaries of Industrial District No. 2 shall remain the same. Ordinance 029958 as amended is re -authorized. SECTION 5. The City Council approves and authorizes the City to enter into the attached Industrial District Agreement No. 7B with Basic, which requires Basic to pay 100 percent of the ad valorem taxes that would be due for the tract if it was inside the city boundaries, and to file such agreement in the official records of Nueces County. The City Manager, or designee, is hereby authorized to execute such documents and all related documents on behalf of the City of Corpus Christi. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. Page 2 of 4 SECTION 6. If Section 4, Section 5, or the attached Industrial District Agreement No. 7B is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, then this ordinance shall be void and no longer in effect. If any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. SECTION 8. Publication will be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Page 3 of 4 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: Mayor Rudy Garza Ben Molina Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Joe McComb Carolyn Vaughn That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Mayor Rudy Garza Ben Molina Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Joe McComb Carolyn Vaughn PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta Mayor City Secretary Page 4 of 4 Attachment to Ordinance Creating IDA 7B — Basic Equipment Co. Section 2 Attachment— Map and Metes and Bounds Describing Tract A LEGAL DESCRIPTION BY METES AND BOUNDS OF LOT 1, BLOCK 3, INTERSTATE INDUSTRIAL COMPLEX, CITY OF CORPUS CHRISTI, NUECES COUNTY, TEXAS, AS SHOWN ON THE PLAT RECORDED IN VOLUME 32, PAGE 36, OF THE MAP RECORDS OF NUECES COUNTY Beginning at a point on the east right of way line of Corn Products Road, S 80°51'25" E for 519.65 feet, to a 4 -inch iron pipe; thence S 00°39'47" E for 300 feet, to a one -inch iron pipe and the north right of way of IH -37; thence N 80°51'04" W for 419.25 feet to a concrete marker; thence N 40°47'09" W for 153.09 feet to a concrete marker on the east right of way of Corn Products Road; thence N 00°44'41" W for 200 feet back to the point of beginning Proposed Disannexation INDUSTRIAL!DISTRICT/NUMBER ////fr//7 Cirpit.. CitYlimrt One .. N ICL Proposed Disannexation rea FWy Y _ SKYLINE OR 0.125 0.25 0:5 Miles AIRSTREAM DR 1I1I /R WY ICL = Inside City Limits OCL = Outside City Limits - Disannexation Boundary Proposed Disannexation Area: 3.41 Acres Attachment to Ordinance Creating IDA 7B — Basic Equipment Co. Section 4 Attachment— Map and Metes and Bounds Describing New Industrial District 1 Corpus Christi Industrial District No. 1 Approximately 9,778 Acres within Nueces County, Texas, outside the city limits of the City of Corpus Christi and generally bounded on the southwest by the northeast right-of-way of Interstate Highway No. 37, on the north by the south shoreline of the Nueces River and Nueces Bay, on the West by the East right-of-way of Carbon Plant Road (Joe Fulton Corridor) from Interstate Highway No. 37 to McKinzie Lane and the north right-of-way of McKinzie Lane from the east right-of-way of Carbon Plant Road to the east property line of the City's Allison Wastewater Treatment Plant and along the east property line of the City's Allison Wastewater plant from McKinzie Lane to the Nueces River. 1) BEGINNING at the northeast corner of Tract "B", Nueces View Tracts as recorded in Volume 28, Page 64 of the Map Records of Nueces County, TX , same being the northeast corner of the City's Allison Wastewater Treatment Plant; 2) THENCE in an easterly direction with the meanders of the south shoreline of the Nueces River and Nueces Bay to the northwest corner of Block 1, Lot 150 of the Porto Bello Subdivision as recorded in Volume 47, Pages 144-145 of the Map Records of Nueces County, Texas; 3) THENCE southwesterly along the westerly boundary line of the Porto Bello Subdivision to the southwesterly corner of Lot 1, Block 1; 4) THENCE southeasterly along the southerly boundary line of said Lot 1 to the current City Limits of the City of Corpus Christi; 5) THENCE southwesterly along said City Limit line to a point where the centerline of Avenue "F" intersects the northerly right-of-way line of Burleson Street; 6) THENCE northwesterly along the north right-of-way of Burleson Street to the southwesterly boundary line of Lot 1, Block 174 of the Brooklyn Addition as recorded in Volume A, Page 32 of the Map Records of Nueces County, Texas; 7) THENCE northeasterly through said Block 174 to the northwesterly corner of Lot 11: 8) THENCE southeasterly along the northeasterly boundary line of said Lot 11 to the northeasterly corner thereof; 9) THENCE northeasterly along the northwesterly right-of-way line of Avenue "H" to a point on the northerly boundary line of a 6.19 Acre Tract of land known as Tract "A" of the Brooklyn Acreage; 10) THENCE northwesterly along the northeasterly boundary of said Tract "A" to the northwesterly corner thereof; 11) THENCE southwesterly along the westerly boundary of said Tract "A" and the continuation thereof to the southerly right-of-way of Burleson Street; 12) THENCE southeasterly along the southerly right-of-way of Burleson Street to the centerline of Avenue r 1 13) THENCE southwesterly along the centerline of said Avenue "F" and the extension thereof to a point on the original City Limit line as surveyed by C. F. H. Von Blucher in August, 1883; 14) THENCE westerly along said original City Limit line to the northwest corner thereof; 15) THENCE southerly continuing along said original City Limit line to the north corner of a 13.602 acre tract annexed by City Ordinance #022441; 16) THENCE around said 13.602 acre tract: a. 531°41'45"W a distance of 1257.54' to a point on the northwesterly right-of-way line of the Missouri Pacific railroad; b. S61°27'47"E along said right-of-way a distance of 290.36' c. S61°23'34"E continuing along said right-of-way a distance of 175.07' d. 531°15'00"W crossing said right-of-way a distance of 130.06' to a point; e. S61°23'30"E a distance of 87.35' to a point; f. 531°41'45"W a distance of 159.95' to a point; g. 558°18'15"E a distance of 416.24' to a point on said original City Limits; 17) THENCE southerly continuing along said original City Limit line to the north corner of a 0.0018 acre tract annexed by City Ordinance #022441; 18) THENCE around said 0.0018 acre tract: a. 527°34'30"W a distance of 16.58' to a point; b. 558°18'14"E a distance of 9.37' to a point on said original City Limits; 19) THENCE southerly continuing along said original City Limit line to a point on the northwesterly right-of- way line of Nueces Bay Boulevard; 20) THENCE southwesterly along the northwesterly right-of-way line of Nueces Bay Boulevard to the easterly corner of Tract 1, Pontiac Tracts as recorded in Volume 57 Page 64 of the Map Records of Nueces County, Texas; 21) THENCE around said Tract 1: a. N55°55'12"W a distance of 300.09' to a point at the northerly corner thereof; b. 531°15'00"W a distance of 171.81' to an angle point therein; c. S34°59'12"W a distance of 98.43' to a point at the westerly corner thereof, being on the northeasterly boundary line of the Baymoor Addition as recorded in Volume 4, Page 42 of the Map Records of Nueces County, Texas; 22) THENCE northwest along the northeasterly boundary line of said Baymoor Addition to the northwest corner of Lot 205, same point being a northerly corner of Tract "H" of the Pontiac Tracts as recorded in Volume 55, Page 135 of the Map Records of Nueces County, Texas; 23) THENCE 522°42'30"W along said Tract "H" a distance of 31.49' to an angle point therein; 24) THENCE northwesterly, with the northerly line of said Tract "H" and the northerly line of a 4.90 acre tract referred to as Tract 1 in plat of Southwestern 00 and Refining Company Tracts 1, 2, and 3 recorded in Volume 28, Page 1, Map Records of Nueces County, Texas, to the northwest corner of Southwestern Oil and Refining Company Tract 1-R, recorded in Volume 39, Page 89, Map Records of Nueces County, Texas, for a corner of this tract; 2 25) THENCE 5 32"47'27" W, with the west boundary of said Tract 1-R and crossing said 4.90 acre tract, 385.05 feet to a corner of this tract, the same being the southwest corner of said Tract 1-R said corner Tying on the southwest boundary of said 4.90 acre tract, the same being the northeast right-of-way line of the now closed Huisache Street; 26) THENCE N 56"21'30" W, with the southwest boundary of said 4.90 acre tract, the same being the former northeast right-of-way line of Huisache Street, 328.01 feet the east right-of-way of Buddy Lawrence Drive for a corner of this tract; 27) THENCE N 01'41'30" W, with the west boundary of said 4.90 acre tract, the same being the east right- of-way line of Buddy Lawrence Drive, 435.75 feet, to the northwest corner of said 4.90 acre tract; 28) THENCE northwesterly, crossing Buddy Lawrence to the present west right-of-way of said Buddy Lawrence Drive; 29) THENCE 5 00-29-49 E with the west right-of-way line of Buddy Lawrence Drive, 752.65 feet, to a corner of this tract and the southeast corner of Lot 1C, Block 1, Driscoll Village recorded in Volume 14, Page S9, Map Records of Nueces County, Texas; 30) THENCE 5 88-18-30 W with the south boundary of said Lot 1C, 78.06 feet, to a corner of this tract and a common corner of Lots 1B and 1C of said Driscoll Village; 31) THENCE N 59-45-00 W with a south boundary of this tract, at 78.06 feet pass the southwest corner of said Lot 1B, being on the southeast right-of-way line of the now closed portion of Erwin Avenue, in all 128.06 feet, to an interior corner of this tract, said corner being south corner of Lot 16 and the east corner of Lot 17, Block 4 of the aforementioned Oak Lawn Subdivision; 32) THENCE 5 30-15-00 W with the northwest right-of-way of Erwin Avenue, 150.00 feet, to the south corner of Lot 19 and the east corner of Lot 20 of said Block 4; 33) THENCE N 59-45-00 W, 140.00 feet, to a common corner of Lots 3, 4, 19 and 20 of said Block 3; 34) THENCE 5 30-15-00 W, 50.00 feet, to a common corner of Lots 2, 3, 20 and 21 of said Block 3; 35) THENCE N 59-45-00 W, at 140.00 feet pass the southeast right-of-way of Oak Park Avenue, in all 210.00 feet to a corner being on the northwest right-of-way line of Oak Park Avenue and being the south corner of Lot 20 and the east corner of Lot 21, Block 1, Oak Lawn Subdivision; 36) THENCE 5 30-04-31 W, 50.11 feet, to the common corner of Lots 21 and 22 at the northwest right-of- way of Oak Park Avenue; 37) THENCE N 59-45-02 W, 139.61 feet, to the common corner of Lots 1,2, 21, and 22; 38) THENCE 5 30-19-42 W, 62.48 feet, to the south corner of Lot 1 and the west corner of Lot 22 being on the northeast right-of-way line of Ash Street; 39) THENCE N 59-49-29 W, at 140.00 feet pass the west corner of Lot 1 being at the intersection of the northwest right-of-way line of Ash Street with the southeast right -of way line of Retama Avenue, at 3 167.50 feet leave Oak Lawn Subdivison and enter Grace Heights Addition, in all 195.76 feet to the south corner of intersection of the northwest right-of-way line of Retama Avenue with the northeast right-of-way line of the now closed Ash Street; 40) THENCE S 29-28-54 W with the northwest right-of-way line of Retama Avenue, at 27.50 feet leave Grace Heights Addition and enter Oak Park Addition, in all 170.14 feet, to the south corner of Lot 11 and the east corner of Lot 10, Block 17, Oak Park Addition; 41) THENCE N 59-42-06 W, 127.00 feet, to the common corner of Lots 2, 3, 10 and 11, of said Block 17; 42) THENCE 5 29-28-54 W, 120.00 feet, to the common corner of Lots 4, 5, 8 and 9, of said Block 17; 43) THENCE N 59-42-06 W, at 127.00 feet pass the north corner of said Lot 5, the same being the west corner of said Lot 4, in all 177.00 feet, to the south corner of Lot 9 and the east corner of Lot 8, Block 16; 44) THENCE S 29-28-54 W, 59.97 feet, to the south corner of said Lot 8 and the east corner of Lot 7; 45) THENCE N 58-37-09 W, 122.50 feet, to the common corner of Lots 5, 6, 7 and 8; 46) THENCE 5 30-52-24 W, 60.00 feet, to the south corner of said Lot 6 and west corner of Lot 7; 47) THENCE N 59-42.06 W, at 129.13 feet pass the west corner of said Lot 6, in all 179.13 feet to the south corner of Lot 7, Block 15, Oak Park Addition; 48) THENCE 5 30-47-47 W, at 50.00 feet pass the east corner of Lot 7, Block 12, Oak Park Addition, in all 108.07 feet, to the south corner of Lot 7 and the east corner of Lot 6; 49) THENCE N 59-37-15 W, 126.31 feet, to the north corner of said Lot 6 and the west corner of Lot 7, said corner being on the southeast boundary of Lot 8; 50) THENCE S 30-01-38 W, 25.00 feet, to a corner being on the common boundary between said Lots 7 and 8; 51) THENCE N 59-12-54 W, 63.51 feet, to a corner being on the common boundary of Lots 8 and 1, Block 12, Oak Park Addition; 52) THENCE 5 30-01-38 W, 17.82 feet, to the common corner of Lots 1, 2, 3 and 8. 53) THENCE N 59-12-54 W, 68.39 feet, to the west corner of Lot 1 and the north corner of Lot 2, said corner being on the southeast right-of-way line of Poth Lane; 54) THENCE N 30-47-06 E with the east right-of-way line of Poth Lane at 540.32 leave Oak Park Addition and enter Grace Heights Addition, in all 1017.99 feet to the north corner of Lot 39, Block 1, Grace Heights Addition being on the south boundary of Harbor View Estates; 55) THENCE S 59-12-54 E, 104.00 feet, to the south corner of Lot 11, Block C, Harbor View Estates; 56) THENCE N 30-47-06 E, 122.50 feet, to the east corner of Lot 7, Block C, Harbor View Estates; 4 57) THENCE N 59-12-54 W, 104.00 feet, to the north corner of said Lot 7, said corner being on the southeast right-of-way line of Poth Lane; 58) THENCE N 30-47-06 E, 50.00 feet, to the west corner of Lot 15, Block D, Harbor View Estates; 59) THENCE 5 59-12-54 E, 104.00 feet, to the south corner of said Lot 15; 60) THENCE N 30-47-06 E, 379.72 feet, to the east corner of Lot 1, Block D, Harbor View Estates; 61) THENCE N 59-12-54 W, 104.00 feet, to the north corner of said Lot 1 being on the southeast right-of- way line of Poth Lane; 62) THENCE N 30-47-06 E, 50.00 feet, to the west corner of Lot 23, Block M, Harbor View Estates; 63) THENCE S 59-12-54 E, 104.00 feet, to the south corner of said Lot 23; 64) THENCE N 30-47-06 E, 51.80 feet, to the east corner of Lot 22 and south corner of Lot 21; 65) THENCE N 59-12-54 W, 104.00 feet, to the west corner of said Lot 21 and the north corner of said Lot 22 on the southeast right-of-way of Poth Lane; 66) THENCE N 30-47-06 E, 100.00 feet, to the west corner of Lot 17 and north corner of Lot 18, Block M, Harbor View Estates; 67) THENCE S 59-12-54 E, 104.00 feet, to the south corner of Lot 17 and the east corner of Lot 18; 68) THENCE N 30-47-06 E, 50.00 feet, to the south corner of Lot 15 and the east corner of Lot 16, Block M, Harbor View Estates; 69) THENCE N 59-12-54 W, 104.00 feet, to the west corner of Lot 15 and the north corner of Lot 16 being on the southeast right-of-way line of Poth Lane; 70) THENCE N 30-47-06 E, 355.30 feet, to the place of beginning and containing 54.27 acres of land, more or less; 71) THENCE southeasterly with a curve to the left having a radial bearing of N 30-55-31 E, 300.07 feet, a central angle of 20-17-23, a radius of 300.07 feet, a length of 106.26 feet, to a corner of this tract being the east corner of said Lot 1 and the north corner of Lot 50, Block M; 72) THENCE S 30-47-06 W with the northwest boundary of said Lot 50, 73.79 feet, to an interior corner of this tract, said interior corner being the west corner of said Lot 50 and a common corner to Lots 3, 4, and 44, Block M; 73) THENCE S 59-12-54 E, 50.00 feet, to an interior corner of this tract, said corner being the south corner of Lot 49 and the west corner of Lot 48, Block M; 74) THENCE N 30-47-06 E, at 92.95 feet pass the north corner of said Lot 48, the same being the former south right-of-way line of Gibson Street, in all 123.32 feet to the beginning of a curve to the right; 5 75) THENCE with said curve to the right and with the north boundary of this tract, said curve having a radial bearing of S 16-55-32 W, 239.50 feet, a central angle of 14-00-05, a radius of 239.50 feet, a length of 58.53 feet; 76) THENCE northwesterly along the northerly boundary line of said Harbor View Estates and the extension thereof, partially along the centerline of Gibson Street, to a point on the west right-of-way line of Poth Lane; 77) THENCE northeasterly along the west right-of-way line of Poth Lane to the northeasterly corner of land of Magellan Terminal Holdings, LP as described in Documents #2004020907 and #1999033783 of the Official Public Records of Nueces County, Texas; 78) THENCE northwesterly along the northeasterly boundary line of said Magellan Terminal Holdings LP to a point on the southerly right-of-way line of the Missouri Pacific Railroad; 79) THENCE southwesterly along said southerly right-of-way line to the northwesterly boundary line of said Magellan Terminal Holdings, LP to a point; 80) THENCE southwesterly along the westerly boundary line of said Magellan Terminal Holdings, LP to a point where the northwesterly boundary line of Country Club Place as recorded in Volume 4, Page 3 of the Map Records of Nueces County, Texas, meets the northerly right-of-way line of Interstate Highway 37; 81) THENCE northwesterly along said northerly right-of-way to its intersection with the northeasterly right- of-way line of Up River Road (Shell Road); 82) THENCE northwesterly along said northeasterly right-of-way of Up River Road to the southeasterly corner of Lot 3, Navigation Heights Annex #3 as recorded in Volume 40, Page 119 of the Map Records of Nueces County, Texas; 83) THENCE around said Lot 3: a. N36°17'20"E a distance of 177.95' to a point at the northeasterly corner thereof; b. N53°38'30"W a distance of 186.97' to the northwesterly corner thereof; c. 518°33'30"W a distance of 176.57' to the northeasterly right-of-way of Up River Road; 84) THENCE northwesterly along said northeasterly right-of-way line of Up River Road to the easterly right- of-way line of Cantwell Lane; 85) THENCE northeasterly along said easterly right-of-way to its intersection with the extension of the northerly boundary line of a 3.37 Acre tract of land out of Share 3A of the Kaler Tract "D" (unrecorded plat) 86) THENCE northwesterly across said right-of-way and along the northerly boundary line of said 3.37 Acre Tract (tax ID3875-0003-0140) to the northwesterly corner thereof; 87) THENCE southwesterly along the westerly boundary line of said 3.37 Acre Tract and of Share 2A, F. H. Kaler Partition as shown on plat thereof recorded in Volume 9, Page 58 of the Map Records of Nueces County, Texas, to a point on the northeasterly right-of-way line of Up River Road; 6 88) THENCE northwesterly along said northeasterly right-of-way line of Up River Road to the easterly extension of a right-of-way to a 1 Acre tract of land out of Lot 1, Block 1, Coastal Javelina Addition as recorded in Volume 54, Page 56 of the Map Records of Nueces County, Texas, said 1 Acre tract described by metes and bounds in City Ordinance #028451; 89) THENCE southwesterly across said Up River Road and along said easterly right-of-way line to the north boundary line of said 1 Acre tract (not platted, see tax ID 1661-0001-0012 and Document #2013013372 of the Official Public Records of Nueces County, Texas); 90) THENCE easterly, southerly, westerly, and northerly around said 1 Acre tract to the southerly right-of- way serving said tract; 91) THENCE westerly along said southerly right-of-way line to the west boundary line of said Lot 1, Block 1; 92) THENCE northeasterly along said west boundary line of said Lot 1, Block 1 and the extension thereof to a point on the northeasterly right-of-way line of Up River Road; 93) THENCE northwesterly along said northeasterly right-of-way line of Up River Road to the westerly extension of the right-of-way line of County Road 52A; 94) THENCE southwesterly across said Up River Road and along said westerly right-of-way line of County Road 52A to its terminus; 95) THENCE southeasterly along said right-of-way and along the southerly boundary of a 13.28 Acre tract out of the Ohler Tract of the Dunn Tract and described in Document #2004014391 of the Official Public Records of Nueces County, Texas, to a point on the northwesterly boundary line of Block 8, Academy Heights Unit 1 as recorded in Volume 26, Page 85 of the Map Records of Nueces County, Texas; 96) THENCE southwesterly along said northwesterly boundary line of Academy Heights Unit 1 and along the northwesterly boundary line of Academy Heights Unit 2 as recorded in Volume 42, Page 188 of the Map records of Nueces County, Texas to a point on the northerly right-of-way line of Interstate Highway 37; 97) THENCE northwesterly along said right-of-way line of Interstate Highway 37 to the southeasterly boundary line of Lot 1, Block 3 of the Interstate Industrial Complex as recorded in Volume 32, Page 36 of the Map Records of Nueces County, Texas; 98) THENCE with said Lot 1: a. N80°51'04"W along the northerly right-of-way line of Interstate Highway 37 a distance of 419.25' to a point at the southwesterly corner thereof; b. N40°47'09"W a distance of 153.09' to the east right-of-way of Valero Way (Corn Products Road) where it meets the northerly right-of-way of Interstate Highway 37; 99) THENCE northwesterly crossing said Valero Way (Corn Products Road) and continuing along said right-of- way line of Interstate Highway 37 to the southwesterly boundary line of Lot 15, Block 1 of the Interstate Industrial Complex Unit 1 as recorded in Volume 34, Page 24 of the Map Recoded of Nueces County, Texas; 100) THENCE northwesterly along the east right-of-way line of Complex Boulevard to the southwesterly boundary line of Lot 16, Block 1 of said Interstate Industrial Complex; 7 101) THENCE northeasterly along the southeasterly boundary line of said Lot 16 to the southeast corner thereof; 102) THENCE northerly along the easterly boundary line of said Block 1 to the midpoint of Lot 19; 103) THENCE westerly along said midpoint of Lot 19 and extending across Complex Boulevard to a point on the west right-of-way thereof; 104) THENCE southerly along the west right-of-way of Complex Boulevard to a point on the northerly right-of- way of Interstate Highway 37; 105) THENCE northwesterly along said right-of-way line of Interstate Highway 37 to the easterly right-of-way of Southern Minerals Road; 106) THENCE northerly along the east right-of-way line of Southern Minerals Road to the southerly right-of- way line of Up River Road; 107) THENCE southeasterly along the south right-of-way line of Up River Road to the northwesterly corner of Lot 1, Block 1 of the Missouri Pacific Industrial Area as Recorded in Volume 52, Page 83 of the Map Records of Nueces County, Texas; 108) THENCE around said Lot 1: a. S01°26'W a distance of 437.96' to a point at the southwesterly corner thereof; b. S54°44'45"E a distance of 172.72' to the southeasterly corner thereof; c. N01°26'W a distance of 507.96' to a point on the south right-of-way line of Up River Road; 109) THENCE southeasterly along the south right-of-way line of Up River Road to the northwesterly corner of a 3.75 Acre tract of land described in Document #200100777 of the Official Public Records of Nueces County, Texas; 110) THENCE around said tract southerly, southeasterly, and northerly, crossing Up River Road to a point on the north right-of-way thereof; 111) THENCE northwesterly along the north right-of-way line of Up River Road to its intersection of the west right-of-way line of Southern Minerals Road; 112) THENCE southerly along the west right-of-way of Southern Minerals Road to a point on the northerly right-of-way of Interstate Highway 37; 113) THENCE northwesterly along said right-of-way line of Interstate Highway 37 to the southerly corner of Lot 7, Block 1, Goldston Addition as Recorded in Volume 55, Page 87 of the Map Records of Nueces County, Texas; 114) THENCE around said Lot 7 northerly, westerly, and southerly to a point on the north right-of-way line of Interstate Highway 37; 115) THENCE northwesterly along said right-of-way line of Interstate Highway 37 to the easterly right-of-way line of Hunter Road; 8 116) THENCE northerly along the east right-of-way line of Hunter Road to the southwesterly corner of a tract of land described in Document #2012022560 of the Official Public Records of Nueces County, Texas (Tax ID 0272-0100-0300); 117) THENCE easterly along the south boundary line of said tract to the southeast corner thereof; 118) THENCE northerly along the east boundary line of said tract and along the east boundary line of a tract of land described in Document #2012022560 of the Official Public Records of Nueces County, Texas (Tax ID 0272-0100-0200); 119) THENCE northwesterly and westerly along the north boundary line of said tract to the east right-of-way line of Hunter Road; 120) THENCE northerly along the east right-of-way line of Hunter Road to its intersection with the south right- of-way line of Up River Road; 121) THENCE southeasterly along the south right-of-way line of Up River Road to the northwest corner of Lot 3, P. V. Alexander as shown on Volume 34, Page 18 of the Map Records of Nueces County, Texas; 122) THENCE southwesterly along the west boundary line of said Lot 3 to the southwest corner thereof; 123) THENCE southeasterly along the southwest boundary line of said tract and along the southwest boundary line of a tract of land described in Document #2012022560 of the Official Public Records of Nueces County, Texas (Tax ID 0272-0100-0000); 124) THENCE easterly along the southerly boundary line of boundary line of a tract of land described in Document #2012022560 of the Official Public Records of Nueces County, Texas (Tax ID 0272-0100-0400); 125) THENCE northerly along the east boundary line of said tract and crossing Up River Road to a point on the north right-of-way thereof; 126) THENCE northwesterly along the north right-of-way line of Up River Road to its intersection of the west right-of-way line of Hunter Road; 127) THENCE southerly crossing Up River Road and along the west right-of-way line of Hunter Road to its intersection with the north right-of-way line of Interstate Highway 37; 128) THENCE northwesterly along said right-of-way line of Interstate Highway 37 to the southeast corner of Lot 1, Block 1, Hunter Industrial Park as recorded in Volume 43, Page 128 of the Map Records of Nueces County, Texas; 129) THENCE northerly along the east boundary line of said Lot 1 to its intersection with the south right-of-way line of Up River Road; 130) THENCE northwesterly along the south right-of-way line of Up River Road to its intersection of the west right-of-way line of Suntide Road; 131) THENCE northwesterly crossing Up River Road to the intersection of the west right-of-way line of Suntide Road meets the north right-of-way of Up River Road; 9 132) THENCE southeasterly crossing Suntide Road to the intersection of the east right-of-way line of Suntide Road meets the north right-of-way of Up River Road; 133) THENCE northerly along the east right-of-way line of Suntide Road to the southwest corner of an unplatted tract of land described in Document #946716 of the Official Public Records of Nueces County, Texas (Tax ID 0267-0002-0000); 134) THENCE around said tract easterly, northerly, and westerly crossing Suntide road to a point on the west right-of-way line thereof; 135) THENCE southerly along the west right-of-way line of Suntide Road to the northeast corner of West End Heights as recorded in Volume 15, Page 4 of the Map Records of Nueces County, Texas; 136) THENCE around said West End Heights: a. S89°35'W a distance of 574.53' to a point at the northwest corner thereof; b. S00°25'E a distance of 927.92' to the southwest corner thereof, being on the northeast right-of-way of Up River Road; 137) THENCE southeasterly along the northeast right-of-way line of Up River Road to the extension of the easterly boundary line of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3715); 138) THENCE southerly, crossing said Up River Road, and along the east boundary line of said unplatted tract to the southeast corner thereof; 139) THENCE northwesterly along the southwest boundary line of said unplatted tract and of an unplatted tract of land described in Document #978850 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3710) to the southwest corner thereof; 140) THENCE northerly along the west boundary line of said tract and the east boundary line of Tuloso Road Subdivision as recorded in Volume 13, Page 23 of the Map Records of Nueces County, Texas to the northeasterly corner thereof; 141) THENCE northeasterly crossing Up River road to the southeasterly corner of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 0265- 0040-0100) to the southeast corner thereof; 142) THENCE northwesterly along the northeasterly right-of-way of Up River Road to its intersection with the northerly extension of the westerly right-of-way of Tuloso Road; 143) THENCE southwesterly crossing Up River road to the northeasterly corner of Lot 1, Block 1, Covington Industrial Tracts recorded in Volume 46, Page 11 of the Map Records of Nueces County, Texas; 144) THENCE around said Covington Industrial Tract: a. 500°03'14"W along the westerly right-of-way line of Tuloso Road a distance of 487.74' to a point at the southeasterly corner thereof; b. N66°08'W a distance of 363.81' to the southwesterly corner thereof; c. N00°03'14"E a distance of 505.18' to a point on the southeasterly right-of-way of Up River Road; 10 145) THENCE northwesterly along the southeast right-of-way line of Up River Road to the northeasterly corner of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3920); 146) THENCE southerly along the easterly boundary line of said unplatted tract to the southeast corner thereof; 147) THENCE northwesterly along the southwest boundary line of said unplatted tract and of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-0410) to the southwest corner thereof; 148) THENCE southerly along the easterly boundary line of an unplatted tract of land described in Document #2004031460 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3641) to the southeast corner thereof; 149) THENCE northwesterly along the northeasterly right-of-way of Interstate Highway 37 and the southwest boundary line of said unplatted tract to the southwesterly corner thereof; 150) THENCE northerly along the westerly boundary line of said unplatted tract and of an unplatted tract of land described in Document #2004031460 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-4030) to the northwest corner thereof; 151) THENCE northwesterly along the southeast right-of-way line of Up River Road to the northeasterly corner of an unplatted tract of land described in Document #2007056023 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3505); 152) THENCE southerly along the easterly boundary line of said unplatted tract to the southeast corner thereof; 153) THENCE northwesterly along the northeasterly right-of-way of Interstate Highway 37 and the southwest boundary line of said unplatted tract and of an unplatted tract of land described in Document #2007056023 of the Official Public Records of Nueces County, Texas (Tax ID 7946-0000-3510) and of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 8057-0000-0011) to the southwest corner thereof; 154) THENCE northerly along the westerly boundary line of said unplatted tract and of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 8057-0000-0100) and of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 8057-0000-0010) to the northwest corner thereof; 155) THENCE northeasterly crossing Up River Road to a point on the westerly right-of-way line of Renfrow Lane; 156) THENCE northeasterly along the westerly right-of-way line of said Renfrow Lane to its intersection with northeasterly corner of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 0271-0042-0000); 157) THENCE westerly, southwesterly, northwesterly, and southwesterly to a point on the northeast right-of- way of Up River Road; 11 158) THENCE northwesterly along the northeast right-of-way line of Up River Road to the southeasterly corner of Lot 1, Block 1, Tecolote Tract as recorded in Volume 55, Page 100 of the Map Records of Nueces County, Texas; 159) THENCE northerly along the east boundary line of said Lot 1 to the southwesterly corner of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 0266-0140-0100); 160) THENCE easterly, northeasterly, westerly and southerly to the northeast corner of said Tecolote Tract; 161) THENCE northwesterly along the northerly boundary line of said Tecolote Tract and an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 0266-0010-0305) to the northwest corner thereof; 162) THENCE southerly along the westerly boundary line of said unplatted lot to a point on the northeast right- of-way of Up River Road; 163) THENCE northwesterly along the northeast right-of-way line of Up River Road to its intersection with the westerly right-of-way line of Hearns Ferry Road; 164) THENCE northwesterly along the southwest right-of-way line of Hearns Ferry Road to the northeast corner of Lot 7, Awkerman Garden Lots as recorded in Volume 4, Page 38 of the Map Records of Nueces County, Texas; 165) THENCE southerly along the easterly boundary line of said Lot 7 to a point on the northeast right-of-way Zine of Up River Road; 166) THENCE northwesterly along the northeast right-of-way line of Up River Road to the southwesterly corner of Lot 6 of said Awkerman Garden Lots; 167) THENCE northerly along the westerly boundary line of said Lot 6 to a point on the southwest right-of-way line of Hearns Ferry Road; 168) THENCE northwesterly along the southwest right-of-way line of Hearns Ferry Road to the northerly boundary line of the said Awkerman Garden Lots; 169) THENCE westerly along the north boundary line of the said Awkerman Garden Lots and the extension thereof to a point on the northeasterly right-of-way line of Up River Road where it meets Interstate Highway 37; 170) THENCE northwesterly along the northeast right-of-way line of Interstate Highway 37 to the southeasterly boundary line of an unplatted tract of land described in Document #2010040428 of the Official Public Records of Nueces County, Texas (Tax ID 0268-0090-0500); 171) THENCE around said unplatted tract northerly, northwesterly, southwesterly, and southerly to a point on the northeasterly right-of-way of Interstate Highway 37; 172) THENCE northwesterly along the northeast right-of-way line of Interstate Highway 37 to the southeasterly boundary line of an unplatted tract of land described in Document #2008047494 of the Official Public Records of Nueces County, Texas (Tax ID 0268-0060-0003); 12 173) THENCE around said unplatted tract northeasterly, westerly, southwesterly, and southeasterly to a point an the northeasterly right-of-way of Interstate Highway 37; 174) THENCE northwesterly along the northeast right-of-way line of Interstate Highway 37 to its intersection with the easterly right-of-way line of Carbon Plant Road (Joe Fulton Corridor); 175) THENCE northeasterly along the southeast right-of-way line of Carbon Plant Road (Joe Fulton Corridor) to its intersection with the northerly right-of-way line of McKinzie Lane; 176) THENCE northwesterly along the northeast right-of-way line of McKinzie Lane to its intersection with the southeasterly corner of the Allison Wastewater Treatment Plant; 177) THENCE northerly along the easterly property line of the Allison Wastewater Treatment Plant to the south shoreline of the Nueces River and Point of Beginning and containing 9,775 Acres more of less; Together with 3 island parcels described as follows: Area 1: 2.73 acres out of Lot 2, Block 1, Stateway Subdivision as recorded in Volume 38, Page 80 of the Map Records of Nueces County, Texas. Said 2.73 Acres being further described in Document #2011026606 of the Official Public Records of Nueces County, Texas. Area 2: Beginning at the southeast corner of Lot 1, Block 1, Stateway Subdivision as recorded in Volume 38, Page 12 of the Map Records of Nueces County, Texas; THENCE North 499.57' along the easterly boundary of said Lot 1 to the northeast corner thereof; THENCE southeasterly along the southwest right-of-way line of Up River Road to the westerly right-of-way line of Clarkwood Road; THENCE southwesterly along the west right-of-way line of Clarkwood Road to the northerly right-of-way line of Interstate Highway 37; THENCE northwesterly along the northeasterly right-of-way line of Interstate Highway 37 to the Point of Beginning; 13 Area 3: Lot 1, Block 1, Meaney Industrial Tracts as recorded in Volume 46, Page 180 of the Map Records of Nueces County, Texas; This document was prepared under 22 TAC§663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. This the 27th day of April, 2017 oci Russell D. Ochs R.P.L.S. #5241 x z z 0 zz z 0 Y o L-ff INDUSTRIAL DISTRICT NO. 1 Revised: 4/27/2017 Revised: 8/24/2016 CITY of CORPUS CHRISTI, TEXAS Deportment of Engineering Services Survey Division Dote: 9/6/2013 Drawn By: Checked By: Project: SHEET 1 OF 2 K:\Engineering\Survey\PROJECTS\INDUSTRIAL DISTRICTS 1 AND 2\LIMITS OF INDUSTRIAL DISTRICT 1.DWG oim 2111ua _ esimrir_. 'Ar.f.3 iiiI. FG .-,Fno9e - utniihf_ 9h �f7L:J6ikir��'•i ',11/11P114,l: f.us .. �.+e r. hii6modea �lC.liGhliL. INDUSTRIAL DISTRICT NO. 1 Revised.- 4/27/2077 Revised: 8/24/2016 bald CITY of CORPUS CHRISTI, TEXAS Deportment of Engineering Services Survey Division Date: 9/6/2013 Drown By: Checked By: Project: SHEET 2 OF 2 K:\Engineering\Survey\PROJECTS\INDUSTRIAL DISTRICTS 1 AND 2\LIMITS OF INDUSTRIAL DISTRICT 1.DWG Attachment to Ordinance Creating IDA 7B — Basic Equipment Co. Section 5 Attachment— Industrial District Agreement 7B — Basic Equipment Co. INDUSTRIAL DISTRICT AGREEMENT NO. 7B THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI This Industrial District Agreement ("Agreement") made and entered into under the authority of Section 42.044 of the Local Government Code, by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY," and Basic Equipment Company (a wholly-owned subsidiary of Berry Contracting, Inc.) a Texas Corporation, Land and Improvements Owner, hereinafter collectively called the "COMPANY." WITNESSETH: WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas, to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the CITY and its environs by attracting the location of new and the expansion of existing industries therein, and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the CITY and its citizens; and WHEREAS, the COMPANY is the owner and/or lessee of Land or owner of Improvements on land within the Extra Territorial Jurisdiction of the CITY; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the CITY has enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating its willingness to enter into Industrial District Agreements with industries located within its Extra Territorial Jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues, Ordinance No. 029958 reestablished the boundaries of the land areas known as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts"; and WHEREAS, the CITY desires to encourage the updating, expansion and growth of industries within said Industrial Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and WHEREAS, the COMPANY desires to avoid regulation by the CITY of the COMPANY'S structures and properties within such Industrial Districts. NOW, THEREFORE, in consideration of the premises, the mutual agreements of the parties herein contained and under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the City referred to above, the CITY and the COMPANY hereby agree as follows: Article 1 Section 1.01 Immunity from Annexation. The CITY covenants and agrees that during the term of this Agreement, and subject to the terns and provisions herein, the Land shall retain its extraterritorial status as an Industrial District, and shall continue to retain this status until and unless the same is changed under the terms of this Agreement. Except as herein provided, the CITY further covenants and agrees that the Land shall be immune from annexation during the term of this Agreement. Section 1.02 Limited to Industrial Use. COMPANY covenants and agrees that during the term hereof, COMPANY will not use or permit the use of the Land, Improvements, and personal property covered by this Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such parties holding such similarly situated land. Holding the Land and Improvements for future "industry" use, without using same for non -industry purposes, does not violate this paragraph. If the COMPANY uses, or permits use of, the Land, Improvements, and/or personal property covered by this Agreement for purposes not included within the term "industry" as defined above, the CITY shall have the right, in its sole and absolute discretion: (1) to obtain an injunction from a court of competent jurisdiction, upon the court's determination that the use is not an "industry" use, requiring that the use be permanently discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall continue to make payments equal to one hundred percent (100%) of ad valorem taxes on Land, Improvements, and personal property. Section 1.03 Annexation Corridor. If any other company within the Extra Territorial Jurisdiction of the CITY fails to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said defaulting company is not contiguous with the CITY'S boundary, the COMPANY shall, after the CITY provides the COMPANY with sixty (60) days prior written notice of intent to initiate annexation proceeding, permit the CITY to annex a suitable strip of land out of the COMPANY'S Land from the CITY'S boundary to the defaulting company's land to permit its annexation. In the event the CITY must annex a part of the COMPANY'S property in order to annex property owned by third parties, the CITY will annex the absolute minimum amount of the COMPANY'S property legally necessary to annex such property owned by third parties. The location of such annexed property shall be subject to the approval of the COMPANY, such approval shall not be unreasonably withheld. COMPANY and such annexed property shall have no right to any CITY services as a result of such annexation; nor shall the CITY extend, by ordinance, any rules, or regulations, including, but not Iimited to, those (a) governing plats and subdivisions of land, (b) prescribing any building, electrical, plumbing or inspection code or codes, or (C) attempting to exercise in any manner whatsoever control over the conduct of COMPANY'S business thereon. Such annexed portion of land shall remain a part of this Agreement and shall not be subject to CITY taxes, but shall continue to be included within the in lieu of tax payment. In the event that the need for an annexation corridor no longer exists, including but not limited to the defaulting company entering into an Industrial District Agreement, or has met its obligations to the CITY, the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the COMPANY'S 2 Land, or within (60) days, take the steps necessary to complete disannexation proceedings required to remove from the city limits any unnecessary annexation corridor. Section 1.04 City Services. During the term hereof, pursuant to this Agreement, the CITY shall have no obligation to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for by the COMPANY on the date hereof, or as otherwise stated herein. Section 1.05 Fire Protection Services. The CITY may provide fire protection services to the COMPANY at the option of the COMPANY for an additional payment to the CITY as set forth under Section 3.05 hereof. Section 1.06 Compliance with City Rules and Regulations. The CITY and the COMPANY agree that during the term hereof, with respect to the Land, the CITY shall not require compliance with its rules or regulations: (1) governing zoning and platting of the Land, or any additions thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY further agrees that it will in no way divide the Land or additions thereto without complying with State law and CITY ordinances governing subdivision of land; (2) prescribing any building, electrical, plumbing or inspection code or codes; or (3) prescribing any rules governing the method of operation of COMPANY'S business, except as to those regulations relating to the delivery of utility services and industrial waste disposal through CITY -owned facilities. Section 1.07 Definitions. A. City. As defined in the preamble hereof and includes its successors and assigns. B. Commencement of Construction. Physical construction (including, at a minimum, excavation for foundations or the beginning of installation or erection of improvements) at the primary site of the eligible project has begun. C. Existing Improvements. In use prior to January 1, 2015. D. Extra Territorial Jurisdiction (ETJ). The unincorporated area that is contiguous to the corporate boundaries of the City of Corpus Christi and that is located within five miles of those boundaries. E. hnprovements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines on, under, or across the land which are owned by COMPANY. Includes Existing Improvements and New Improvements. F. Industrial District. The industrial districts created pursuant to Ordinance No. 029958, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. G. Industrial District Agreement. An agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code. 3 H. Land. All of the real property owned, leased or possessed by COMPANY and located within the Industrial Districts and designated on Exhibit A attached hereto. I. Market Value. As determined and defined by NCAD. J. NCAD. The Nueces County Appraisal District and includes its successors and assigns. K. New Improvement. Improvement which was not in use prior January 1, 2015. L. Placed in Use. Improvements that are completed and Placed in Use and are not listed by NCAD as Construction Work in Progress (CWIP). Article 2 Section 2,01 Term. The term of this Agreement shall be no more than ten (10) years beginning on the date on which the de -annexation ordinance regarding the subject property becomes effective, and continuing until December 31, 2024, unless terminated as herein provided or extended for additional period or periods of time upon mutual consent of the COMPANY and the CITY as provided by the Local Government Code; provided however, if this Agreement is not extended, or replaced with a similar agreement that provides for an additional period or periods of time, on or before March 31 of the final calendar year of the term hereof, then the immunity from annexation granted herein shall terminate on that date, but all other terms of this Agreement shall remain in effect for the remainder of the term; provided, however, the effective date and time of annexation shall be no earlier than midnight of December 31 of the final year of the term. Section 2.02 Extended Term. This Agreement may be extended for an additional period or periods only by written agreement between the CITY and the COMPANY. Article 3 Section 3.01 Payment in lieu of Ad Valorem Taxes. Each year during the term hereof, the COMPANY shall pay to the CITY: A. Land. An amount in lieu of tax on the Land (excluding Improvements and personal property located thereon) equal to one hundred percent (100%) of the amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if the Land were situated within the CITY limits. B. Existing Improvements. An amount in lieu of tax on Existing Improvements (excluding personal property) located on the Land equal to one hundred percent (100%) of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements which would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on land within the CITY limits. 4 C. New Improvements. With respect to any New Improvements, the in lieu of tax payment shall be one hundred percent (l0O%) of the amount of ad valorem taxes based upon the Market Value of the New Improvements which would otherwise be payable to the CITY by the COMPANY if said New Improvements were situated on land within the CITY limits, D. Personal Property. An amount in lieu of tax on personal property equal to one hundred percent (100°/x) of the amount of ad valorem taxes based upon the Market Value of the personal property which would otherwise be payable to CITY by COMPANY if the personal property were situated on land within the CITY limits. E. With respect to any new land acquired by the COMPANY located within an industrial District, the use of which relates directly to the primary use of the parent tract, the new land shall be included in the COMPANY'S land known as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January 1 of the first year following the date which the new land is acquired by the COMPANY. Within ninety (90) days after the acquisition of new land by the COMPANY, the COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by NCAD Geographic ID number of the newly acquired land. F. With respect to any new land acquired by the COMPANY after January 1, 2015, located within the Extra Territorial Jurisdiction of the CITY, the use of which does not relate to the primary use of the parent tract, the COMPANY shall report such purchase to the CITY and the CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land. Section 3.02 Company Schedule of Value. On or before August 31 of each year of this Agreement, or upon final determination of Market Values by NCAD, whichever is later, the COMPANY shall provide to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all NCAD Geographic ID numbers and the values related thereto, and showing all Land, Improvements, and personal property, owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule"). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to NCAD and, in the event of appeal, the Appraisal Review Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement. Section 3.03 Determination of Value. In determining the COMPANY'S annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Market Value of all Land, Improvements, and personal property as determined by NCAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide information and reports required under this Agreement and under Texas law, rules and regulations to NCAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws. Section 3.04 Company Protest of Value or Billing. If the COMPANY elects to protest the valuation set on any of its properties by NCAD for any year or years during the term hereof, it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same as if the property were located within the CITY, except with regard to the 5 exemptions in Section 3.06 below. The COMPANY shall notify the CITY of its appeal within 30 days after its protest of the valuation is submitted to NCAD. Notwithstanding any protest of valuation by the COMPANY or any non NCAD related billing dispute, the COMPANY agrees to pay to the CITY an initial in lieu of tax payment, on or before the Due Date in Section 3.07 below, based on the amount billed by the CITY, When the valuation on said property or any billing dispute has been finally determined, either as the result of final judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy, then within thirty (30) days thereafter, the COMPANY shall make to the CITY any additional payment due based on the final determination. lf, as a result of final judgment of a court of competent jurisdiction, or as the result of other final settlement of the controversy, the amount of in lieu of tax payment due to the CITY is established to be an amount less than the amount of the initial in lieu of tax payment for that year paid by the COMPANY, the excess in lieu of tax payment, if any, collected by the CITY shall be returned to COMPANY within thirty (30) days after said final determination. Any non NCAD related billing disputes shall be resolved by the CITY within ninety (90) days from the date notice of the dispute is received by the CITY. Section 3.05 Fire Protection. An additional amount for city fire protection equal to fifteen percent (15%) of the amount which would be payable on 100% of Market Value of Improvements located on the Land will be paid annually; provided, however, that if and as long as the COMPANY, as of January 1 of each year, is a member in good standing of the Refinery Terminal Fire Company, or its successor, or the COMPANY agrees to provide fire protection and emergency services either from a qualified external provider or by use of a qualified internal emergency response organization, it shall not be obligated to pay the additional amount provided by this Section 3.05. Minimum qualifications would include meeting certain standards as defined by applicable OSHA, state regulatory and NFPA Standards that apply to fire control, emergency management, disaster planning and rescue services as recognized by the Texas Industrial Fire Training Board, the State Fireman's and Fire Marshal's Association of Texas or equivalent. The COMPANY will provide equipment, training, and facilities necessary to safely handle all expected emergencies and properly protect the COMPANY and the community from the adverse effects of an industrial disaster, which obligation may be satisfied by the COMPANY being a member in good standing of the Refinery Terminal Fire Company, or its successor. (Calculation: Market Value of Improvements x 15% x. City Tax Rate Fire Protection Fee) Section 3.06 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which sets forth the amount of payment in lieu of tax owed to the City calculated in accordance with this Agreement. Such invoice shall be postmarked at least thirty (30) days prior to the Due Date defined in Section 3.07 below, and shall be mailed to the address shown in Section 10.03 of this Agreement. The calculation shall be made without reference to the exemption for pollution control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified by NCAD. In addition, all the amounts shall be calculated without reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995. Section 3.07 Payment. The COMPANY agrees to pay to the CITY on or before January 31 of the year following each year during the term hereof (the "Due Date"), all payments in lieu of tax provided for hereunder and invoiced by the CITY in accordance with Section 3.06 above, without discount for early payment. The present ratio of ad valorem tax assessment used by the CITY is one hundred percent (100%) 6 of the Market Value of property. Any change in the ratio used by the CITY shall be reflected in any subsequent computations hereunder. This Agreement, and the method of determining and fixing thc amount of in lieu of tax payments hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation, including, but not limited to, laws relating to rendition, assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at twelve (12%) per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections, including reasonable attorneys' fees. Article 4 Section 4.01 Company Failure to Pay/Company Breach. If the COMPANY fails to make a payment due to the CITY hereunder or if the COMPANY fails to perform any other obligation incumbent upon the COMPANY to be performed hereunder, and if such default is not fully corrected within sixty (60) days after the CITY gives written notice of said default to the COMPANY (or, if within such 60 day period, the COMPANY has not demonstrated a satisfactory plan of compliance approved by the CITY (where compliance requires more than 60 days)), the City shall have the option to either (1) declare this Agreement terminated and immediately commence annexation proceedings and sue to recover all damages; (2) bill COMPANY and sue to recover 100% of all monies that the CITY would have received from the COMPANY if it had been within the CITY limits, which includes 100% of all taxes, attorneys' fees and court costs; or (3) continue this Agreement for its term and collect the payments required hereunder. Section 4.02 Lien. The CITY shall be entitled to and have a tax lien on the Land, Improvements, and personal property which may, in the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below, be enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land, Improvements, and personal property which may be foreclosed in the event of such uncured default (1) judicially or (2) extra judicially in the same manner as a deed of trust under Texas Property Code, and for that purpose may appoint a trustee or trustees. Section 4.03 City Breach. if the CITY breaches this Agreement by annexing or attempting to pass an ordinance annexing any of the Land (except with reference to the agreed annexation corridor in Section 1.03), the COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of the term of this Agreement, from enforcing any annexation ordinance adopted in violation of this Agreement and from taking any further action in violation of this Agreement. If the COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder, under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this Agreement. Section 4.04 Notice of Default. Notwithstanding anything to the contrary contained herein, in the event of any breach by the COMPANY of any of the terms or conditions of this Agreement, the CITY shall give the COMPANY written notice specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. Thereafter, the COMPANY will be afforded sixty (60) days within which to cure the alleged default (or, if cure requires more than 60 days, the COMPANY shall have the right to demonstrate a satisfactory plan of cure approved by the CITY within such 60 days, which shall be deemed to be a cure so long as the COMPANY is diligently pursuing such plan). Section 4.05 Cumulative Remedies. The remedies provided herein are cumulative, none is in lieu of any other, and any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Section 4.06 No Waiver of Riehts and Remedies. It is expressly understood that if at any time the COMPANY is in default in any provision of this Agreement, the failure on the part of the CITY to promptly avail itself of the rights and remedies that the CITY may have, will not be considered a waiver on the part of the CITY; provided that if the CITY within ten (10) years from the date of any default by the COMPANY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the failure on the part of the COMPANY to promptly avail itself of the rights and remedies that the COMPANY may have, will not be considered a waiver on the part of the COMPANY; provided that if the COMPANY within ten (10) years from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Section 4.07 Limitation of Liability. To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, in no event will either party be liable to the other party hereunder for punitive, exemplary, or indirect damages, lost profits or business interruptions damages; provided however, this limitation in not meant to limit the CITY'S rights under this Agreement to collect from the COMPANY any unpaid in lieu of tax payments, late penalties and interest associated therewith, and any costs of collection including but not limited to attorney fees. Article 5 Section 5.01 Description of Property. The COMPANY agrees to provide the CITY with a listing of Geographic ID numbers, as available from NCAD or its successor, to be attached hereto and incorporated herein as Exhibit A. With respect to COMPANY'S acquisition of new land, as described in Section 3.01 F, which becomes included in the Land, COMPANY agrees to provide to CITY a listing of Geographic ID numbers as available from NCAD or its successor. Article 6 Section 6.01 Annexation By Another Entity. If any attempt to annex any of the Land owned, used, occupied, leased, rented or possessed by COMPANY, is made by another municipality, or if the incorporation of any new municipality should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent injunction against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the 8 circumstances. The cost of the legal action shall be borne equally by the parties hereto; provided, however, the fees of any special legal counsel shall be paid by the party retaining same. Section 6.02 Termination. If the CITY and the COMPANY are unsuccessful in obtaining a temporary injunction enjoining the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the option of (1) terminating this Agreement, effective as of the date of the annexation or incorporation, or (2) continuing to make the in lieu of tax payment required hereunder. This option shall be exercised within thirty (30) days after the application for the temporary injunction is denied. If the COMPANY elects to continue the in lieu of tax payment, the CITY shall place future payments hereunder together with part of the payment for the calendar year in which the annexation or incorporation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-bearing escrow account which shall be held by CITY subject to the following: A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent injunction and/or upholding the annexation or incorporation, then all these payments and accrued interest thereon shall be refunded to the COMPANY; or B. if final judgment (after all appellate review, if any, has been exhausted) is entered granting a permanent injunction and/or invalidating the annexation or incorporation, then all the payments and accrued interest thereon shall be retained for use by the CITY. Article 7 Section 7.01 Sale or Lease. Whenever the COMPANY sells all or a portion of the Land or Improvements to any entity that is not an affiliate of the Company, unless such affiliate will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said sale, and this Agreement shall continue in effect as to all Land and Improvements sold. If COMPANY sells only a portion of the Land or Improvements, the COMPANY shall furnish to the CITY a revised Exhibit A effective for the calendar year next following the calendar year in which the conveyance occurred. If the COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said lease, and this Agreement shall continue in effect as to all Land and Improvements leased. Section 7.02 Company's Responsibility for Payment. The COMPANY as seller or lessor in a transaction pursuant to Section 7.01 above, shall remain solely responsible for any payment in lieu of tax attributable to the Land or Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with the buyer or lessee of such Land or Improvements, which shall be consented to by the CITY, in which the buyer or lessee assumes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or Improvements. Section 7.03 Assienment. This Agreement may be assigned by the COMPANY. If this Agreement is assigned, the COMPANY shall notify the CITY of such assignment within thirty (30) days. Article 8 9 Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CITY and the COMPANY, and shall inure to the benefit of and be binding upon the COMPANY'S successors and assigns, affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns, or in any other manner disposes of, either voluntarily or by operations of law, all or any part of the Land, and the agreements herein contained shall be held to be covenants running with the Land for so long as this Agreement or any extension thereof remains in force. The word "affiliates" as used herein shall mean: (1) all companies with respect to which the COMPANY directly or indirectly, through ane or more intermediaries at the time in question, owns or has the power to exercise control over fifty percent (50%) or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c) of the Internal Revenue Code of 1954, as amended. Article 9 Section 9.01 Buy Local. COMPANY shall use reasonable efforts to acquire all of its procurements, including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional services contracts from businesses located within Nueces and San Patricia Counties, unless such procurements are not reasonably and competitively available within said area. COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Section 9.02 Water Procurement. COMPANY acknowledges that the CITY provides a regional water system that is critical to the well-being and economic growth of the entire area and that it is important for each customer to continue to use the system as its principal source of water. COMPANY agrees to provide six months written notice of any intent or action to obtain more than ten percent (10%) of its total water needs from any source other than the CITY. Article 10 Section 10.01 Severability. In the event any word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement or the application thereof to any person, firm, corporation or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Section 10.02 Entire Aereement. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except as otherwise provided in the instruments referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto. 10 Section 10.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address in writing. Notices by a party to the other party hereto, shall be mailed or delivered as follows: To the City: With copies to: If to Company: With copies to: Ms. Margie C. Rose City Manager City of Corpus Christi 1201 Leopard F.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3220 Fax: 361-826-3845 City of Corpus Christi -City Secretary 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3105 Fax: 361-826-3113 City of Corpus Christi -City Attorney 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 Phone: 361-826-3360 Fax: 361-826-3239 Mr. Edward A. Martin, Vice President Basic Equipment Company P.O. Box 4858 Corpus Christi, Texas 78469 361-693-2100 Basic Equipment Company Mr. Charles A. Vanneman Legal Counsel P.O. Box 4858 Corpus Christi, TX 78469 Section 10.04 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is to be performed in Nueces County, Texas. 1.1 Section 10.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Section 10.06 Authority. By acceptance of this Agreement and/or benefits conferred hereunder, each party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Agreement and to obligate and bind such party to all of the terms, covenants and conditions contained herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 12 ENTERED into this day of , 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Margie C. Rose, City Manager LEGAL FORM APPROVED of , 2017 Aimee Alcorn -Reed Assistant City Attorney FOR CITY ATTORNEY CITY OF CORPUS CHRISTI ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2017, by Margie C. Rose, City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas Printed Name: My Commission expires: 13 Notary Public STATE Or TEXAS '�t s� My Comm. Emu 01.02-20181 ATTEST: Name: Title: THE STATE OF COUNTY OF LAND & IMPROVEMENTS OWNER Basi By: ent Comp Name: Edward A. Martin Title: Vice President LAND & IMPROVEMENTS OWNER ACKNOWLEDGMENT This instrument was acknowledged before me on4?f day of , 2017, by Edward A. Martin, as the Vice President of Basic Equipment Company, a Texas Corporation, on behalf of said corporation. Given under my hand and seal of office this Notary Public, State of Printed Name: My Commission expires: day of , A.D., 2017. 14 EXHIBIT A Geographic ID Number Designated By Nueces County Appraisal District Nueces County Appraisal District Geographic IDs and Legal Descriptions Exhibit A Industrial District Agreement 117B Basic Equipment Company Confirmed b Cit ID T .e Le_aI Descri•tions 3595-0003-0010 7B Outside Land INTERSTATE INDL COMPLEX LT 1 RK 3 EXHIBIT B Schedule of Value CITY OF CORPUS CHRISTI INDUSTRIAL DISTRICT SCHEDULE OF VALUE Company Name: Contact Name: Telephone: Address: Address: Contract Number As of 1/1/ 2015 Due 8/31/ 2015 Geographic ID aaoaarnpaasaoor ia-xxspana-ansa Description Land Total Pre 2007 2007 2008 2009 2010 2011 2012 2013 2014 • Total _ _ - _ _ a duly authorized official of the above company, do swear that the informa ion provided Is accurate to the best of my knowledge. Email Signature of Authorized Official Printed Name Sworn to and subscribed before me by on this day of 20 (Personalized Seal) Notary Public's Signature Date Authorised Official's Title 1 of 1 EXHIBIT C City Ordinance Creating Industrial Districts AN ORDINANCE AUTRORIZING THE REESTABLISHMENT OF LAND AREAS LOCATED WITHIN THE EXTRATERRITORIAL JURISDICTION OF THE QTY OF CORPUS CHRISTI, TEXAS AS INDUSTRIAL DISTRICTS; RESERVING AND PRESERVING ALL RIGHTS, POWERS AND DUTIES OF THE CITY COUNCIL; AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE INDUSTRIAL DISTRICT AGREEMENTS BY AND BETWEEN THE CITY AND VARIOUS PROPERTY OWNERS LOCATED WITHIN THE EXTRATERRITORIAL JURISDICTION OF THE CITY WHEREAS, under Texas Local Government Code Chapter 42, Subchapter 42.044, the Governing body of any city has the right, power and authority to designate any part of the area located in its a diitetritoriai jurisdiction as an Industrial District, and to treat such area film time to time as such governing body may deem to be in the best interest of the City; and WHEREAS, included in such rights and powers of the governing body of any city is the permissive right and power to eater into written agreements with the owner or owners of land in the extraterritorial jurisdiction of a city to guarantee the continuation of the extraterritorial status of such land, and immunity from annexation by the city for a period of time, and other such terms and considerations as the parties might deem appropriate; and WHEREAS, it is the established policy of the City Council of the City of Corpus Christi, Texas (the "City"), to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the City and its environs by attrscting the location of new and the expansion of existing industries therein as being in the best interest of the City and its citizens; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Government Code, the City of Corpus Christi has enacted Ordinance No. 15896, approved November 26, 1980. as amended, indicating its willingness to anter into industrial district agreements with industries located within its extrateaitorial jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to coaeex certain boundary issues, the City Council desires to reestablished the boundaries of the land areas !mown as Corpus Christi Indttsarial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2 and renamed such areas "Industrial District No. 1" and "industrial District No. 2"; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The findings ermined in the preamble of this Ordinance are determined to be true and coma and are hereby adopted as a part of this Ordinance. 029958 INDEXED SECTION 2. Industrial District 1 and Industrial District 2 are herby established as described in Fadu`hit A attached hereto and incorporated herein. SECTION 3. The City may create new Industrial Districts, and expand or diminish the size of any Industrial District and the City hereby reserves all rights and powers it inay have or acquire to revoke in whole or in part the creation of all or any part of an Industrial District, except to the extent that it bas agreed not to do so in any industrial district agreement. SECTION 4. The City Council approves and authorizes the entering of contractual obligations with property owners in within the extraterritorial jurisdiction of the City in substantially the form as shown in the document which is attached hereto and incorporated herein as Exhibit B. The City Manager, or his designee, is hereby authorized to execute such documents and all related documents on behalf of the City of Corpus Christi. The City Secretary is hereby authorized to attest to all such signrahues and to affix the seal of the City to all such documents. ATTEST: THE OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor That thef: o ' was read for the second time and passed finally on this the day of 4 M t3 by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott PASSED AND APPROVED, this the [ 1 th day of ATTEST: 16rt,z0-64--- City Secretary Nelda Martinez Mayor 029958 EXHIBIT A Boundaries of Industrial District 1 and Industrial District 2 11 F [ER., a t z.1 Fat l; 'i a 12) THENCE southeasterly along the southarty right-of-way of Burson Street to the centerline of Avenue T'; 13) THENCE southwesterly along the centerline of said Avenue 'F and the extension thereof to a point an the original City limit line as surveyed by C. F. H. Von Blucher ki August. Utak 14) THENCE westerly along said original City limit One to the northwestcurner thereat 15) THENCE southerly continuing along said original sty Limit One to the north comer of a 13.602 acre tract annexed by Qty Ordinance 0022441; 16) THENCE around saki 13.602 acre tract 53141'49'W a distance of 125754' to a point on the northwesterly right-of-way line of the Missouri Padfic railroad; 561'27'47.1 along said right-of-way a distance of 29036' 56112334"E continuing along said right-of-way a distance of 175.07' 532'1S00'W crossing said right-of-way a distance of 130.06' to a point 561'23'30'1 a distance of 8735 to a point; 531'41'45'W a distance of 159.95' to a point S58'1B'15'E a distance of 415.24' to a point on said original City LIRAS; 171 THS southerly continuing along said original Oty Limit Ike to the north corner ale 010018 acre tract annexed by City Ordinance 1022444 18) THENCE around said 4.0018 acre tract; 52734'30"W a distance of 1658' to a point; 558'1B'ir'E a distance of 9.37' to a point an said original City Lbnits; 19) THENCE southerly oantinuing along said original Oty Limit tine to a point on the northwestedy right-of-way Bo. of Nueces Bay Boulevard; 201 THENCE southwesterly along the northwesterly right-of-way line of Nuetes Bay Boulevard to the easterly corner of Tract 1, Pontiac Tracts as recorded In Volume 57 Page 64 of the Map Records of Nunes County, Tens; 21) THENCE around said Tract 1: N55"S5'12'W a durance of 300.09' to a point at the northerly comer thereof; 5314.5'00"W a durance of 171.01' to en ane point therein; 534'53'lrw a distance of 90.43' to a point at the westerly corner thereof, being on the nom boundary line of the 8aymoor Addition as recorded In Volume 4, Page 42 of the Map Records of Nueces County, Texan 22) THENCE northwest along the northeasterly boundary Bre of said Baymoor Addition to the northwest cameral Lot 205, same point being a northerly comer of Tract 11' of the Pontiac Tracts as recorded in Volume 55, Page 135 of the Map Records of Nueces County, Taxan; 23) THENCE 522'42'30`W along said Tract "it` a distance of31.49' to an angle point therein; III il lip ill 0 161 it 11 Ili iI :If 1 Ez m $ 1 11 1 il Y"4 hi 4 fill 'II • fi ift 81 nt i a. li ,mss "g" VIII A ill ;� ig g 4 ts,� ti' il III1%4! !4 il di iws s Ili4;51 . i�ep$:, ll %I 1 §J /s - ! tdgIlfgi 2g !I ! Ili 1 p P 111 mM 2 1ii 5 i I if 1 I hil WI ill [ 14 ' On n 36) THENCE northwesterly across said right-of-way end along the northerly boundary line of said 337 Acre tract (tax 1D3875.0003.0140) to the northwesterly corner thereof; 37) THENCEsouthwesterty along the westerly boundary line of said 3.37 Acre Tract and of Share 2A, F.1. Baler Partlton as showmo on plat thereof recorded in Volume 9, Page 58 of the Map Records o f Nuetes County. Texas, to a point on the northeasterly right-of-way line of Up River Road; 38) THENCE northwe terry along said northeasterty right-of-way line of Up River Road to the e asterty extension of a right-of-way to a 1 Acre tract of land out of tot 1, Block 1, Coastal beeline Addition as recorded In Volume 54, Palle 56 of the Map Records of flumes County, Texas, said 1 Acre tract described by metes and bounds hi ply ordinance iIO2B451; 39) THENCE southwesterly across said Up River Road and along said eastern/ rtght-of-way tine to the north boundary lbre of said 1 Acre tract (not platted, see taut ID 1661-0001.0012 and Document 82013013372 of the Oflidal Pubik Records °Maces County, Tams); 40) THENCE easterty, south, westetty, and root hefty around said 1 Acre tract to the southerly right-of-way sur said tract; 41) THENCE westerly along said southerly right-of-way line to the west boundary Ane of said test 1, Block 1; 42) THENCE northeasterly along said west boundary line of said Lot 1, Block 1 and the extension thereof to a point on the northeasterly right-of-way ling of Up River Road; 43) THENCE northwesterly along said northeasterly right -of --way line of Up River Road to the westerly extension of the right-of-way Roe ofCoanry Road 52A; 44) THENCE southwesterly across said Up River Read and along said arty right-of-way One of County Road S2A to es ternnhws; 45) THENCE southeasterly along said right-of-way and along the southerly boundary of a 13.28 Acre tract out of the Ohlar Tract of the Dunn Tract and described in Document 42004014391 of the Of6dal Pubilc Reeds of Ntaeces County, Texas, to a point on the northwesterly boundary line of Mock 8. Academy Heights Unit 1 as recorded in Volume 26, Page 85 of the Map Records of Nurses County, Texas 46) THENCE southwesterly along said northwesterly boundary ire of Academy Heights Unit 1 and along the northwesterly boundary line of Academy Heights Unit 2 as recorded in Volume 42, Page 188 of the Map records of Nueces County, Texas to a point an the northerly right-of-way line of Interstate Highway37; 47) THENCE northwesterly along said right-of-way One of Interstate Highway 37 to the southeasterly boundary line of lot 1, Block 3 of the interstate Industrial Complex as recorded In Volume 32, Page 36 of the Map Recoded of fleeces County, Teras; 48) THENCE around said Lot 1 N00139'4TE a distance of MOT to a point at the northeasterly comer thereat NBti'51'2rW a distance of 519.65' to the northwesterly corner thereof 500'44'41'W along the east right-of-way of Com Products Road a distance of 200.00' to the northerly right-of-way of Interstate Highway 37; 49) THENCE northwesterly dossing said Corn Products Road and wrWnutng along said right-of-way tine of Interstate t#gtwuay 37 to the southwesterly boundary line of tot 15, Blade 1 of the Interstate Industrial Complex Unit 1 u recorded 1n Volume 34, Page 24 of the Map Receded pf Nueces County, Texas; 50) THS northwesterly along the east right-of-way line of Complex Boulevard to the southwesterly boundary One of Lot 16, Block 1 of said Interstate Industrial Complex; 51) THS northeasterly along the southeasterly boundary line of saki Lot 16 to the southeast comer thereof; 52) THENCE northerly along the easterly boundary tine of said Black 1 to the midpoint of Lot 19; 53) THlNcE westerly along said mkipo ,t of tot 19 and extending across Complex Boulevard to a point on the west right-of-way thereof; 54) meta southerly along the welt right-of-way of Complex Boulevard to a point on the northerly right-of-way of Interstate Highway 37; 55) meta northwesterly along said right-of-way IMa of interstate Highway 37 to the easterly right-of-way of Southern Minerals Road; 56) THENCE northerly along the east right-of-way tine of Southern Minerals Road to the southerly right -of way tine of tip River Road; S7) THENCE southeasterly along the south right-of-way line of Up River Road to the northwesterly comer of tot 1, Block 1 of the Missouri Peine Industrial Area as Recorded In Volume 52, Page 83 of the Map Records of Nueces County, Teas; 58) THENCE around said tot 1; SOI'26'N a distance of437.95' to a point at tha southwesterly comer thereat; 55(44'45'E a distance of 172.72' to the southeasterly corner thereof; NO1'26'W a distance 0E507.96 to a point on the south right-of-way Ilne fillip River Roark 59) THENCE southeasterly along the south right-of-way line of Up River Rued to the northwesterly corner of a 3.75 Acre tract of land described In Document 11200100777 at the Official Public Records of Nueces County, Texas; 60} THENCE around said tract southerly, southeasterly, and northerly, crossing Up River Road to a paint an the north right-of-way thereof 61) THENCE northwesterly along the north right-of-way tine of Up River Road to Its intersection of the west right-of-way lane of Southern Minerals Road; 62) THENCE southerly along the west right-of-way of Southern Minerals Road to a point on the northerly right-of-way of Ince Highway 37; 63) THENCE northwesterly along said right -o1 -way One oI interstate Highway 37 to the southerly cornerof int 7, Block 1, Goldston Addition as Recorded M Volume 55, Page 67 of the Map Records of Nueces County, Texas; 64) THENCE around said tot 7 northerly, westerly, and southerly to a point on the north right-of- way One of Interstate Highway 37; 65) THENCE along said right-of-way line of Interstate Highway 37 to the easterly right-of-way One of Hunter Road; 66) THENCE northerly along the east right-of-way One of Hunter Road to the southwesterly corner of a tract (Aland described In Document 112012022560 of the Official Public Records of Nueces County, Texas (Taxi° 0272-0100-0300); 67) THENCE easterly along the south boundary line of aid tract to the southeast comer thereof; 66) THENCE northerly along the east boundary One of said tract and along the east boundary One of a tract of lard desafbed In Document 12012022560 of the Official Public Records of Nunes County, Texas (Tait l0 0272-0100-0200k 69)111124C2 northwesterly and westerly along the north boundary line of said frau to the east right. of -way line of Hunter Road; 70) THENCE northerly along the east right-of-way One of Hunter Road to its intersection with the south right-of-way line of Up River Road; 71) THENCE southeasterly along the south right-of-way line of tip Doer Road to the northwest comer of tot 3, P. V. Alexanderas shown on Volume 34, Page 18 of the Map Records of Nueces County. Texas; 721 THENCE southwesterly along the west boundary One of said Lot 3 to the southwest tomer thereto 73) THENCE southeasterly along the southwest boundary One of said tract and along the southwest boundary One of a tract of land described In Document 82012022560 of the Official Public Records of Nueces County, Texas (Tax ID 0272-01000000); 74) THENCE easterly along the southerly boundary One of boundary line of a tract of land described in Document NI2012022560 of the Official Public Records of Huecat County, Texas (Tax ID 0272,- 01004400k 75) THENCE northerly along dee east boundary One of said tract and crossing Up River Road to a point on the north right-of-way thereof; 76) THENCE northwesterly along the north right-of-way line of Up River Road to its Intersection of the west right-aNsty line of Hunt's Road; 77) 11IENCE southerly crossing Up River Road and along the west right-of-way inion of Hunter Road to Its Intersection with the north right-of-way line of biteable Highway 37; 78) THENCE northwesterly along said debt -of -way line of interstate Highway 37 to the southeast corner of Lot 1, Block 1, Hunter Industrial Put as recorded In Volume 43, Page 128 of the Map Records of Nueces County, Texas; 79) THEN y along the east boundary line of said Lot 1 to its intersection with the south right-of-way line of Up River Road; 80) THENCE northwester* along the south right-of-way line of Up River Road to its fntenection of the west right-of-way ilne of Suntlde Road; 81) THENCE northwesterly crossing Up River Road to the lrtt.rsecdon of the west right-of-way tine of 5untide Road meets the north right-of-way of Up River Ind; 82) THENCE southeasterly crossingSuntde Road to the Intersection of the an right-of-way line of Surttide Road meets the north right-of-way of Up River Road; 83) THENCE northerly along the east rigid -of -way Ina of Suntide Road to the southwest earner of an unpinned tract of land described in Document 8945716 of the Official Public Records of Nueces County, Texas (Tax 100267•0002.000o); 84) THS around said tract easterly, northerly, and westedy classing Suntide road to a point on the west right-of-way line thereat 85) THENCE southerly abng the west right-of-way line of 5untlde Road to the northeast corner of West End Heights as recorded In Volume 15, Page 4 of the Map Recants of Nunes County, Texas; 86) THENCE around said West End Height= 589'35'W a distance of 574.53' toe point at the northwest corner hereof; 500'251 a distance of 927.92' to the southwest corner thereof, being on the northeast right-of- way of Up River Road; 87) THENCE southeaster* along the northeast right-of-way line of Up River Road to the extension of the easterly boundarytlne of an unptatted tract of land described In Document 12010040428 of the Oifictal Public Records of Nueces County, Texas (Tax 1D 7946.0000-371S); 98) THENCE motherly, crossing said Up River Road, and along the east boundary line of said unpinned tract to the southeast corner thereat 89) THENCE northwesterly along the southwest boundary Me of said unplatted trot and ofan unpinned tract of land described in Document 8978850 of the Official Public Records alarms County, Texas (Taut ID 79460000-3710) to the southwest corner thereof 90) THENCE y along the west boundary One ofsaid tract and the east boundary lire of Ulm Road Subdivision as recorded In Volume 13, Page 23 of the Map Records of Nueces County, Texas to the northeasterly comer thereof; 911 men northeasterly crossing Up River road to the southeestedy comer of an enplaned tract of land described In Document 02010040428 of the Official Publk Records of NNueces County, Texas (Tax ID 0265-0040-0100) to the southeast comer thereof, 92) THENCE northwesterly along the northeasterly right-of-way of Up River Road to its Intersection with the northerly extension of the westerly right-of-way of Ti loco Road; 93) THENCE southwesterly crossing Up River road to the northeasterly corner of Lot 1, Block 1, Covington Industrial Tracts recorded In Volume 46. Page 11 of the Map Records of Nueces County. Tens; 94) ThIENCE around said Covington Industrial Tract 500"03'14"W along the westerly right-of-way tine of Tuloso Road a distance of 487.74' to a point at the southeasterly corner thereof, N66108'W a dfatance of 363.81' to the southwesterly corner thereof; N00'03'141 a distance of 545.28' to a point on the southeasterly right-of-way of Up River Road; 95) THENCE northwesterly along the southeast right-of-way line of Up River Road to the northeasterly corner of an runplatted tract of land described lin Document 02010040428 of the Official Public Records of Nueces County. Texas (Tax ID 7946.0000.3920); 96) THENCE southerly along the easterly boundary line of said unelected tract to the southeast corner thereof; 97) THENCE northwesterly along the southwest boundary line ofsald enplaned tract and of an unpletted tract of land described In Document 42010040428 of the Official Public Records of Nueces County, Texas (Tax ° 7946.0000-0410) to the southwest corner thereof; 96) 'MODE southerly along the easterly boundary One ofan wrplatted tract of land described in Document 0200403146O of the Official Pubik Records of Nueces County, Texas (Tax ID 7946- 0000.3541) to the southeast corner thereof; 99) THENCE northwesterly along the northeasterly right-of-way of Interstate Hlghway 37 and the southwest boundary line of said emplaned tract to the southwesterly caner thereof; 1601 THENCE northerly along the westerly boundary line of said enplaned tract and of an enplaned tract of land described in Document 92004031460 of the Official Public Records of Nueces County, Texas (Tex ID 7946.0000.4030) to the northwest comer thereof; 201) THENCE northwesterly along the southeast right-of-way line of tip River Road to the northeasterly corner of en unpinned tract of land described In Document 82007056023 of the Oflldai Public Records of Nueces County, Texas (Tax ID 7946.0000.3505k 101) THENCE southerly along the easterly boundary One of said enplatted tract to the southeast corner thereof. 103) THENCE northwesterly along the northeasterly r(ght-of-way of Interstate Highway 37 and the southwest boundary ane of said iapbtted tract and of an unplatted tract of land described In Document 02007056023 of the Offidal Public Records of Nueces County, Tens (Tax ID 79440000.3510) and of an unplatted tract of land described In Document 02010040423 of the Official Public Records of Nunes County, Texas (Tax ID 8057.0000-0011) to the southwest corner thereof; 104) MINCE northerly along the westerly boundary line of said unplatted tract and of an unplatted tract of land described In Document 02010040428 of the Official Public Records of Nueces County, Texas (Tax 1D 8057.0000.o100) and of an enplaned tract of land dashed In Dominent 02010040428 of the Official Public Retorts of Nueces County, Texas (Tax ID 8057- 0000.0010) to the northweatcomer thereof, 105) THENCE northeasterly crossing Up Rhrer Road to a point on the westerly right-of-way lint of Renfrew Lane; 105) THENCE northeasterly along the westerly rIfht-of-way line of said Renfrew Lane to Its intersection with northeasterly corner of an unplatted tract of land described kr Document 02010040428 of the Official Public Records of Nueva County, Texas (blot 1D 0271-D042-0000); 107) THENcE westerly, southwesterly, northwesterly, and southwesterly to a point on the northeast right-of-way of Up River Road; 103) THENCE northwesterly along the northeast right-of-way line of Up River Road to the southeasterly corner of lot 1, Block 1. Tecolote Tract es recorded in Volume 55. Page 100 of the Map Records of Nueces County. Taber 109) THENCE northerly along the east boundary line oink! Lot 1 to the southwesterly toner of an enplaned tract of land described in Document 02010040428 of the Official Public Records of Nueces County, Texas (Tax 100266-0140.0100); 110) THENCE easterly, northeasterly, westerly and southerly to the northeast corner of said Tecolote Tract* 111) THENCE northwesterly along the northerly boundary One of said Tecolote Tract and an unplatted tract of land described In Document 02010040423 of the Official Public Records of Nueces County, Texas (Tax ID 0266.O0140305) to the northwest comer thereof; 112) THENCE southerly along the westerly boundary line of said enplaned lot to a point on the northeast right-of-wayof Up River Road; 113) THE nod/westerly along the northeast right-oflwy pre of UP River Road m its Intersection with the wesherly right-of-way line of I4earns Ferry Road; 114) THENCE northwesterly along the southwest right-of-way line of Hearns Ferry Road to the northeast corner of Lot 7, Awkennan Garden tots as recorded In Volume 4, Page 38 of the Map Retards of directs County. Texas„ 115) THENCE southerly along the easterly boundary line of said Lot 7 to a point on the northeast right-of-way line of tip River Road; 116) THENCE northwesterly along the northeast right-of-way line of Up River Road to the southwesterly comer *fiat 6 of said Awlerrman Garden Lots; 117) THENCE northerly along the westerly boundary line of said Lot 6 to a point on the southwest rtghtof-way line of Hums Ferry Road; 318) THENCE northwesterly along the southwest right -of way line of Hearns Ferry Road to the northerly boundary line of the said Awkennan Garden lots; 119) THENCE westerly along the north boundary line of the said Awkerman Garden lots and the extension thereof to e point on the northeasterly rght.d way line of Up River Road where It meets interstate likinvay37; 120) THENCE northwesterly along the northeast right-of-way line of Interstate Highway 37 to the southeasterly boundary line of an unplatted tract of land described In Document 02010040428 of the Official public Records of deems County, Texas Rax ID 0268-0090-0500); 121) THENCE around said emplaned tract northerly, northwesterly, southwesterly, and southerly to a point on the northeasterly right-of-way of hrterstate Highway 37; 122) THENCE northwesterly along the northeast right-of-way Inc of Interstate Highway 37 to the southeasterly boundary Zine oran unpiatted tract of land described In Document 42008047494 of the Offirlal Pubic Records of Nunes County, Toms (Tax 10 0268.00600003 k 123) THENCE around said unplatted tract northeasterly. westerly, southwesterly, and southeasterly to a point on the northeasterly art -of -way of Interstate Highway 37; 124) THOME northwesterly along the northeast debt -of -way line of Interstate Highway 37 to its Intersection with the easterly right-of-way line of Carbon Plant Road floe Fulton Corridor); 125) THENCE northeasterly along the southeast right-of-way line of Carbon plant Road (foe Fulton Carddor) to Its Intersection with the northerly right-of-way Dna of Mckhuaie lana~ 126) THBICE northwesterly along the northeast right-of-way One of Mckintie Lane to is Intersection with the southeasterly corner of the Allison WastewatarTreatment Want; 127) THENCE northerly along the easterly property line of the Allison Wastewater Treatment Plant to the south shoreline of the Nueees River and Point of Beginning and containing 9,775 Acres more of less; Together with 3 island parcels described as follows: Arco 1 2.73 avec out of Lot 2. Block 1, Staley/ay5ubdIvisbn as recorded is Volume 38, Page 80 of the Map Records of Nueces County, Texas. Said 2.73 Acres being further desscn'bed in Document 11201111026606 of the Oficial Public Records of Hums County, Texas. Area 2.• Beginning at the southeast corner of Lot t, Block 1, Sbteway Subdlvislon as recorded M Volume 38, Page 12 of the Map Records of Nacos County, Texas; THENCE North 499.57' along the easterly boundary of said Lot 1 to the northeast corner thereof; THENCE southeasterly along the southwest right-of-way line of Up River Road to the westerly right-of- way line of tlenkwood Road; THENCE southwesterly along the west right-of-way line of Wrkwond Road to the northerly right-of-way One of interstate Highway 37; THENCE northwesterly along the northeasterly right-of-way One of interstate Highway 37 to the Point of Area 3: Lott, elodr 1, Meaney Industria! Tracts as recorded in Volume 46, Page 180 of the Map Records of Nueces County, Texas; This document was prepared under 22 TA0663.21, does not reflect the results of an on the ground survey, and Is not to be used to convey or establish interests in real property except those rights and interests Implied or establshed by the creation or reconfiguration of the boundary of the political subdivision for which k was prepared. Russell D. Ocbs 6S241 R-5-2.0)3 .1•••••ml 1001111111:101WITINK10140101M101001X011:1000111101101011101NSM11010111001000140110 Corpus Christi Industrtai District No. 2 Approximately 4,157 acres of land within Nueces County, Texas, outside the city limits of the qty of Corpus glad and generally bounded on the south by the existing north right-of-way line of State highway No. 44; on the west by the east right -of -+ay of Farm to Market Road 1594 (Cutts Road), from Rata Highway No. 44 to Swetlkk Road (County Road 44k on the north by the south right-of-way Swetfck Road. from Farre to Market Road 1694 to Farm to Market Road 24 (Violet Road) and on the east right-of-way One of Farm to Market Road 24, from 5wadkk Road to the north property line of Equistar Chemkab LP, extended westerly to Farm to Market Road 24; on the north by the north property line of Equistar Oiemkals LP extended from Farm to Market Road 24 to and along the north property line of Equistar chemicals LP and extended easterly to the present city Omit line and on the east by the present dty limit line and the easterly right.of-way line of Rand Morgan Road and being more fully described as foam= Beginning at the intersection of the existing north right-of-way One of State Highway 44 with the existing east right-of-way linnof Fenn to Market Road No. 2694 (Caiilcoatte Road) for the southwest corner of a 15 acre tract o ut Lot 4 of the W.8. BakerSubddvislon of the Cody Partition (Volume 2, Page 16, Map Records of Nunes County, Texas), described in Docssment No. 2007036659 of the Official Public Records of Nunes County, Texas (Tax ID O 6-0X10-04100) and for the southwest comer of this District; THENCE, In a northerly direction, with the east right.of-way of Farm to Market Road No. 1694 (Calicoatte Road approximately 8.765 fent to the Intersection of said east right-of-way line of Farm to Market Road No. 1694 (CaIOcoatte Road) with the south right-of-way line of 5weWck Road (County Road No. 44), for the northwest comer of a 4.88 acre tract out of Lot 25 of the W.B. Baker Subdivision of the Cody Partition (Volume 2, Page 16, Map Records of Nueces County, Texas). described in Document No. 2012000442 of the Offkfal Public Records of Nueces County, Texas (tax ID 0376.0000.7508) and for the northwest corner al this District; THENCE, in an easterly direction. with the south right-of-way Ane of 5wadick Road (County Road No. 44), at approximately 5,144 feet pass the northeast corner of a 153A117 acre tract out of tots 22 thru 25 of the W.B. Baker Subdivision of the Cody Partition (Volume 2, Page 16, Map Records of Nueces County, Texas), described in Document No. 20010158-/41j of the Official Public Records of Nueaes County. Teras (Tax ib 0376.0000.2210) and the westerly right-of-way of said Farm to Market Road No, 24 (Violet Road) and condntdng in an easterly direction to the east right-of-way of said Farm to Market Road No. 24 (Violet Road) for an interior corner of this District; THENCE, in a northerly direction, with the east right-of-way of said Farm to Market Road No. 24 (Violet Road), same being the west boundary of the Equtstar Chemicals,, LP 131.49 acre tract, being out of Assessors Map 239. described in Document No. 2005033213, Offidal Public Records of Nunes County, Texas (Tax ID 0270.0040- 0000), a distance of approximately 2265.0 feet for the northwest corner of saki Equ)star Chemicals, LP 131.49 acre tract and for comer of this District; THENCE, In an easterly direction, with the north boundary of Bald EquWar Chemicals. LP 131.49 ace tract and the north boundary of the Egoistic chemicals, LP 333.74 acre tract, being out of Assessors Map 145 and out of Tract 12, Survey 412 of the Charles Land, Abstract 8S4, said 333.74 sob tract described in Document No. 19980375- /30/, Dual Public Retards of Naeas County, Texas (Taut ID 027601200000), a distance of approximately 6,050 feet to the intersection of the north boundary line of said 333.74 we with the City of Corpus Christi dty limits line, for the northeast corner of this District; THENCE, in a southeasterly direction, with the above-mentioned City of Corpus Christi dty limits line. at approxknataly 040 feet pass the apprmdrmate center of "'Maio Road and co milting in a southeasterly direction, with the rbvre-wFentbrad City of Corpus Christi city omits lee, a total distance of approximately 15.290 feet to the intersection ion of said dty limits line with the existing west right-of-way of Rand Morgan Road, same being the east boundary of a 187.47 acre tract out of Intel thru 4, Block 403 of the Rowena Sheerer Land (Volume 3, Page 17, Map Records of Nueces County, Tem), described In Document No. 2008044422, Dlfidai Public Records of Nimes County, Texas (Tax ID 7911.0000-0210) and fora comer rift DlsMet; THENCE, In a southerly direction,, with the existing west boundary of said Rand Morgan Road, same being the east boundary of said 187.47 acre tract, a distance of approximately 645 feet to the intersection of said west boundary of Rand Morgan Road with the existing north r%ght-ofamy Lone ofaete Highway 44 for the southeast comer of said187.47 acre tract and for the southeast comer of this District; THENCE, in a westerly direction, with the existing north boundary of State Highway 44, at approximataiy7,900 feet pass the approximate center of Mddntle Road, at approximately 18,100 feet pass the approximate renter of Farm to Market Road 24 (Violet Road), in alta total approximate durance of 23,208 feet to the Point of Beginning and containing approximately 4,157 acres of land. TM document was papered under 22 TAC5663.21, does not reflect the mutts of an on the ground survey, and is not to he used to convey or establish interests In real property ahrtept those rights and interests implied ar established by the creation or reconfiguration of the boundary of the polkkal subdivision forwhich it was Russell D. Ochs 05241 �i-S-1 13 r .. • ; ' • 7...• • ' • r i • ..1 ; • .T. r•_ ..-17!—..; • 1.7 • .i_43.aaa• LCIT. r•• ' JA 3-2:;!..11P ...1 •- 13.1h=1.7LICICIL : - -- -,- --- ••- ..._'Lr D..E er . mlr. . c=nour-13- ' .•1-"::1311:1MLIGLI =I Lill -L. ,:, Clan , i.-4' Fi A --.11-• ...7"2:14I117.191;•,1 ••!1'1-;.%•'.1.••1• :r. 1 .•- --r4 ,I. _ i . L. Er. ..•• - J -- ..--; -- .. • -.1J-111113N.1-13.1aG -a si ,- 0..:aurril arlik:L;r 6 1,• Ile ., i ... ,r ,-...._ =Pia :,,, . . : •",-;.;17.1:10 j1;11;121.7, 4! :: .:•1:1133 • , ' :3.;%, El ' Oar ....: , rr . aLe. -';. d ..-""-'" : -1,' ••• - .?" . ,... 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THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § This Industrial District Agreement ("Agreement") made and entered into under the authority of Section 42.044 of the Local Government Code, by and between the CITY OF CORPUS CHRISTI, TEXAS, a Texas home -rule municipal corporation of Nueces County, Texas, hereinafter called the "CITY", and [Name of landowner], a[State][typc of entity], Landowner, and [name of lessee & improvements owner], a [state][type of entity], Lessee and Improvements Owner, hereinafter collectively called the "COMPANY". WITNESSETH: WHEREAS, it is the established policy of the City Council of the City of Carpus Christi, Texas, to adopt reasonable measures permitted by law that will tend to enhance the economic stability and growth of the CITY and its environs by attracting the location of new and the expansion of existing industries therein, and such policy is hereby reaffirmed and adopted by this City Council as being in the best interest of the CITY and its citizens; and WHEREAS, the COMPANY is the owner and/or lessee of Land or owner of improvements on land within the Extra Territorial Jurisdiction of the CITY; and WHEREAS, under said policy and the provisions of Section 42.044, Texas Local Govenunent Code, the CITY has enacted Ordinance No. 15898, approved November 26, 1980, as amended, incorporated for all purposes, indicating its willingness to enter into Industrial District Agreements with industries located within ib Extra Territorial Jurisdiction and designating the specified land areas as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Industrial Development Area No. 2; and WHEREAS, in order to correct certain boundary issues, Ordinance No. reestablished the boundaries of the land areas (mown as Corpus Christi Industrial Development Area No. 1 and Corpus Christi Ilial Development Area No. 2 and renamed such areas "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts"; and WHEREAS, the CITY desires to encourage the updatin& expansion and growth of industries within said Industrial Districts, and for this purpose, desires to enter into this Agreement with the COMPANY; and WHEREAS, the COMPANY dares to minimize its tax burden and avoid regulation by the CITY of the COMPANY'S structures and pry within such Industrial Districts. NOW. THEREFORE, in consideration of the premises, the mutual agreements of the parties herein contained and under the authority granted under Section 42.044, Texas Local Government Code, and the Ordinances of the City referred to above, the CITY and the COMPANY hereby agree as follows: Artkk 1 genion 1.01 Immualtt tion„ Annexation. The CITY covenants and agrees that during the term of this Agreement, and subject to the teens and provisions herein, the Land shall retain its extraterritorial status as an Industrial District, and shall continue to retain this status until and unless the same is changed under the terns of this Agreement. Except as herein provided, the CITY further covenants and agrees that the Land shall be immune from annexation during the term of this Agreement. Seetton 1.02 Limitedly Industrial Use. COMPANY covenants and agrees that during the term hereof, COMPANY will not use or permit the use of the Land and Improvements covered by this Agreement for purposes not included within the term "industry". "Industry" as used herein shall mean for the same industrial uses to which the Land, or similarly situated land within the Industrial Districts, is now devoted by the COMPANY or other such parties bolding such similarly situated land. Holding the Land and Improvements for future "industry" use, without using same for non -industry purposes, does not violate this paragraph. If the COMPANY uses, or permits use of, the Land and/or Improvements covered by this Agreement for purposes not included within the term "industry" as defined above, the payment in lieu of tax to be paid by the COMPANY under this Agreement shall be increased to an amount equal to one hundred percent (100%) of the amount of ad valorem taxes on Land, Improvements, and personal property sited on the Land that would otherwise be payable to the CITY by the COMPANY if said Improvements were situated on land within the CITY limits of the CITY. The increase shall be immediately effective for all payments foram the inception of this Agreement, and the COMPANY shall transmit to the CITY within sixty (60) days of being notified by the CITY of the determination of a non -industry use, subject to the notice provided for in Section 4.04, an amount equal to said one hundred percent (100%) of ad valorem taxes from the inception of this Agreement, less any amounts previously paid, plus penalties and interest as if the amounts were delinquent taxes. The CITY shall be entitled to its attorneys' fees and other costs in collecting any of these amounts. hi addition, the CITY shall have the right, in its sok and absolute discretion: (1) to obtain an injunction iron a court of competent jurisdiction, upon the court's determination that the use is not an "industry" use, requiring that the use be permanently discontinued, or (2) to annex the Land covered by this Agreement and until the Land is annexed, the COMPANY shall continue to make payments equal to said one hundred percent (100%) of ad valorem taxes. 1 1.+ Mi e€atioa Corridor. If any other company within the Extra Territorial Jurisdiction of the CITY fauns to enter into an Industrial District Agreement with the CITY or defaults on their in lieu of tax payments, and said defaulting company is not contiguous with the CITY'S boundary, the COMPANY shall, after the CITY provides the COMPANY with sixty (60) days prior written notice of intent to initiate annexation proceeding. permit the CITY to annex a suitable ship of land out of the COMPANY'S Land from the CITY'S boundary to the defaulting company's land to permit its annexation. In the event the CITY must annex a part of the COMPANY'S property in order to annex property owned by third parties. the CITY will annex the absolute minimum amount of the COMPANY'S property legally necessary to annex such property owned by third parties. The location of such annexed property shall be subject to the approval of the COMPANY, such approval shall not be unreasonably withheld. COMPANY and such annexed property shall have no right to any CITY services as a result of such annexation; nor shall the CITY extend, by ordinance, any rules, or regulations, including, but not limited to, those (a) governing plats and subdivisions of land, (b) prescribing any building, electrical, plumbing or inspection code or codes, or (C) attempting to exercise in any manner whatsoever Control over the conduct of COMPANY'S business thereon. Such annexed portion of land shall remain a part of this Agreerneat and shall not be subject to CITY taxes, but shall continue to be included within the in lieu of tax payment. In the event that the need for an annexation corridor no longer exists, including but not limited to the defaulting company entering into an Inndusttial District Agreement, or has met its obligations to the CITY, the CITY agrees to immediately cease any annexation proceedings related to the annexation corridor over the COMPANY'S Land, or within (60) days, take the steps necessary to complete dIsannetation proceedings required to remove from the city limits any unnecessary annexation corridor. $ectlou 1.04 City kV** During the term hereof, pursuant to this Agreement, the CITY shall have no obligation to extend to the Land any utility or other CITY services, except for services that are being provided to and paid for by the COMPANY on the date hereof, or as otherwise stated herein. ,lection 1.15 Flre Projedion Services. The CITY may provide fire protection services to the COMPANY at the option of the COMPANY for an additional payment to the CRY as set forth under Section 3.05 hereof. Section 1.06 Compliance with City Rules and Regulations The CITY and the COMPANY agree that during the term hereof, with respect to the Land, the CRY shall Rat requite compliance with its reeks or regulations: (1) governing zoning and platting of the Land, or any additions thereto, outside the CITY limits and in an Industrial District; provided, however, COMPANY thither agrees that it will in no way divide the Land or additions thereto without complying with State law and CITY ordinances governing subdivision of land; (2) prescribing any building, electrical, plumbing or inspection code or codes; or (3) prescribing any rules governing the method of operation of COMPANY'S business, except as to those regulations relating to the delivery of utility services and industrial waste disposal through CITY -owned facilities. Section 1.07 Definitions. A. My. As defined in the preamble hereof and includes its successors and assigns. B. Physical construction (including, at a minimum, excavation for foundations or the beginning of installation or erection of improvements) at the primary site of the eligible project has begun. C. faillinalommtipsa In use prior to January 1, 2015 and no longer on a payment scale or have completed the phase in scale set forth in Section 3.01 E of the Agreement D. Odra Territorial Juridictioni TJI, The unincorporated area that is contiguous to the corporate boundaries of the City of Corpus Christi and that is located within five MHOS of those boundaries. E. Grandfuthered Imnrenments. Improvements that are in use prior to January 1, 2015 and were progressing through the eight year phase in scale set forth in the Prior Industrial District Agreement. F. Improvements. As defined in Section 1.04(3) of the Texas Tax Code, and shall also include power generation facilities, petroleum and/or chemical refining, processing, extraction or storage facilities, structures, or equipment erected on or affixed to the land, regardless of the land ownership, and pipelines on„ under, or across the land which are owned by COMPANY. Includes Existing Improvements, Grandfathered lmproveuments, In Progress and New Improvements. G. Ip -Progress luttmements. Improvements for which construction has commenced, but which are not Placed in Use, prior to January 1, 2015, or for which government permits related to the construction of an improvement or the expansion of Existing Improvements have been issued prior to January I, 2015. but for which construction has not commenced. H. District. The industrial districts created pursuant to Ordinance No. or copy of which is attached hereto as Exhibit C and incorporated herein by reference. I. jpdustrial District Averment ment. An agreement made and entered into under the authority of Section 42.044 of the Texas Local Government Code. J. fid. All of the real property owned, leased or possessed by COMPANY and located within the Industrial Districts and designated on Exhibit A attached hereto. K. Market Value. As determined and defined by NCAD. L. klCAD. The Nueces County Appraisal District and includes its successors and assigns. M. New Improvement. Improvement for which no government permit has been secured and for which construction has not commenced prior January 1, 2015. N. placed in Use. Improvements that are completed and Placed in Use and are not listed by MCAD as Construction Work in Progress (CWIP). O. Prior Industrial District Agreement. Industrial District Agreement by and between the CITY and the COMPANY that expired December 31, 2014. Article 2 election 2.01 Term. The term of this Agreement shall be tea (10) years beginning January 1, 2015, and continuing until December 31, 2024, unless terminated as herein provided or extended for additional period or periods oftime upon mutual consent of the COMPANY and the CITY as provided by the Local Government Code; provided however, if this Agreement is not extended, or replaced with a similar agreement that provides for an additional period or periods of time, on or before March 31 of the final calendar year of the tam hereof, then the immunity from annexation granted herein shall terminate on that date, but all other terms of this Agreement shall remain in effect for the remainder of the term; provided, however, the effective date and lime of annexation shall be no earlier than midnight of December 31 of the final year of the term. Section 2.02 Extended Term. This Agreement may be extended for an additional period or periods only by written agreement between the CITY and the COMPANY. Article 3 Section 3.01 Payment In lien of Ad Valorem Tues. Each year during the term hereof the COMPANY shall pay to the CITY: A. Land. An amount in lieu of tax on the Land (excluding Improvurnents and personal property located thereon) equal to one hundred percent (100%) of the amount of ad valorem taxes based upon the Market Value of the Land which would otherwise be payable to CITY by COMPANY if the Land were situated within the CITY limits. B. Existing Improvements. An amount in lieu of tax on Existing Improvements (excluding personal property) located on the Land equal to sixty-two and one half percent (625%) of the amount of ad valorem taxes based upon the Market Value of the Existing Improvements which would otherwise be payable to the CITY by the COMPANY if said Existing Improvements were situated on land within the CITY limits. C. Grandfathered Improvements. If prior to January 1, 2015, the COMPANY was ping through the eight year phase in scale set forth in the Prior Industrial District Agent, then the amount of in lieu of tax payments on Grandfathered Improvements (excluding personal property) shall be phased in as follows: Yr Pbccd in Use Yr 1 of Cataract Yr 2 of Contract Yr 3 of Contract Yr 4 of Caatract Yr S of Contract Yr 6 of Contract Yr 7 of Contract Yr 8 of Comma Yr 9 of Contrera Yr Io of Contract 2Pow 0 07 to 62596 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% 625% 62.5% 62.5% 2007 58% -5051, 62.5% 62.5% 62.5% 62.5% 62.5% 62.5% - 62.5% 62.5% 62.5% 2003 58% 62.5% 62.5% 62.5% 62.5% 62.5% 6251 62.5% 62.5% 2009 421 50% 58% 62.5% 62.5% 62.5% 62.5% ' 6251 62.5% 625% 2010 34% 42% 50% 58% 62.5% ' 623% 62.5% 62.5% 62.5% 62.5% 2011 26% 34% '26% 42% 50% 58% 6251 62.5% `62.5% 62.5% 623% 2012 19% 34% 4254 50% '42% 58% - 625% -62.596` 62.5% - 62.5% 2013 12% 19% 26% 34% 50% 58% -62.5% 62.5% 62.51 2014 6% 12% 19% 26% 34% 42% 50% 58% 62.5% 62.5% D. In -Progress Improvements. If prior to January 1, 2015, the COMPANY has In -Progress Improvements, the COMPANY may, at Its option, choose to have the in lieu of tax payment for said In -Progress Improvements phased in as shown in Section 3.01 C above, or as in Section 3.01 E below. No later than January 1, 2015, COMPANY shall elect an option and must present the City with documentation of government permit or proof of Commencement of Construction. E. New Improvements. With respect to any New Improvements, the in lieu of tax payment shall be phased in as follows: for the first four years after the New Improvement is Placed in Use, the COMPANY shall pay no in lieu of tax payment to the City for said New Improvement. Commencing with the fifth calendar year after the New Improvement is Placed in Use, the in lieu of tax payment shall be equal to sixty two and one half percent (62.5%). The first year of use for purposes of this New Improvements payment shall be deemed to begin on the first day of January following the date when the New Improvements are Placed in Use. F. With respect to any new land acquired by the COMPANY located within an Industrial District, the use of which relates directly to the primary use of the parent tract, the new land shall be included in the COMPANY'S land latown as the Land, and shall be considered in calculating the in lieu of tax payment on the Land as of January 1 of the first year following the date which the new land is acquired by the COMPANY. Within ninety (90) days after the acquisition of rew land by the COMPANY, the COMPANY shall provide the CITY with a revised Exhibit A that includes a complete listing by NCAD Geographic ID number of the newly acquired land. G. With respect to any new land acquired by the COMPANY after January 1, 2015, located within the Extra Territorial Jurisdiction of the CITY, the use of which docs not relate to the primary use of the parent tract, the COMPANY shall report such purchase to the CITY and the CITY shall determine whether an Industrial District Agreement is desired for such newly acquired land. Faction 3.02 Company Schedule of Valoc. On or before August 31 of each year of this Agreement, or upon final determination of Market Values by NCAD, whichever is later, the COMPANY shall provide to the CITY an itemized Schedule of Value by sworn affidavit, on the form attached hereto as Exhibit B, listing all NCAD Geographic ID numbers and the values related thereto, and showing all Land and Improvements, owned or controlled by the COMPANY including and identifying the property to be valued as part of this Agreement (the "Schedule'). The Schedule shall also list the year any Improvements were Placed in Use. The COMPANY has no objection to the CITY'S review of all forms, information, and documents provided by the COMPANY to NCAD and, in the event of appeal, the Appraisal Review Board. Failure to provide the Schedule to the CITY shall constitute a breach of this Agreement kayo 3.03 Deter min oa of Vu1ee In determining the COMPANY'S annual in lieu of tax payment required under this Agreement, the calculation shall be made utilizing the Madcet Value of all Land and Improvements as determined by NCAD, or its successor, under provisions of the Texas Property Tax Code. The COMPANY shall timely provide information and reports required under this Agreement and under Texas law, rules and regulations to NCAD or its designee, so that the appraisal process can be completed in accordance with all applicable state laws. Section1.04 Company Protest of Value or_Bi ling If the COMPANY elects to protest the valuation set on any of its properties by NCAD for any year or years during the term hereof; it is agreed that nothing in this Agreement shall preclude the protest, and the COMPANY shall have the right to take all legal steps desired to reduce the same as if the property were located within the CITY, except with regard to the exemptions in Section 3.06 below. The COMPANY shall notify the CITY of lts appeal within 30 days after its protest of the valuation is submitted to NCAD. Notwithstanding any proteat of valuation by the COMPANY or any non NCAD related billing dispute, the COMPANY agrees to pay to the CITY an initial in lieu of tax payment, on or before the Due Date in Section 3.07 below, based on the amount billed by the CITY. When the valuation on said property or any billing dispute has been finally determined, either as the result of final judgment of a court of competent jurisdiction or as the result of other final settlement of the controversy, then within thirty (30) days thereafter, the COMPANY shall make to the CITY any additional payment due based on the final determination. if, as a result of final judgment of a court of competent jurisdiction, or as the result of other final settlement of the controversy, the amount of in lieu of tax payment due to the CITY is established to be an amount less than the amount of the initial in lien of tax payment for that year paid by the COMPANY, the excess in lieu of tax payment, if any, colleted by the CITY shall be returned to COMPANY within thirty (30) days after said final dation. Any non NCAD related billing disputes shall be resolved by the CITY within ninety (90) days from the date notice of the dispute is received by the CITY. Simon 3.05 Fire Protection. An additional amount for city fire protection equal to fifteen percent (15%) of the amount which would be payable on 100% of Market Value of Improvements located on the Land will be paid annually; provided, however, that if and as long as the COMPANY, as of January 1 of each year, is a member in good standing of the Refinery Terminal Fire Company, or its successor, or the COMPANY agrees to provide fire protection and emergency services either from a qualified external provider or by use of a qualified internal emergency response organization, it shall not be obligated to pay the additional amount provided by this Section 3.05. Minimwn qualifications would include meeting certain standards as defined by applicable OSHA, state regulatory and NFPA Standards that apply to fire control, emergency management, disaster planning and rescue services as recognized by the Texas Industrial Fire Training Board, the State Fireman's and Fire Marshal's Association of Texas or equivalent. The COMPANY will provide equipment, training, and facilities necessary to safely handle all expected emergencies and properly protect the COMPANY and the community from the adverse effects of an industrial disaster, which obligation may be satisfied by the COMPANY being a member in good standing of the Refinery Terminal Fue Company, or its successor. (Calculation: Market Value of improvements x 15% x City Tax Rate - Fire Protection Fee) Sestjon 3.05 Calculation of Amount Due. The CITY shall mail an invoice to the COMPANY, which sets forth the amount of payment in lieu of tax owed to the City calculated in accordance with this Alineement. Such invoice shall be postmarked at least thirty (30) days prior to the Due Date defined in Section 3.07 below, and shall be mailed to the address shown in Section 10.03 of this Agreement. The calculation shall be made without reference to the exemption for pollution control property in Section 11.31, Texas Property Tax Code, and Article VIII, Section 1-1, Texas Constitution, as same presently exist or may be hereafter amended, using the Market Value of pollution control equipment certified by NCAD. In addltlon, all the amounts shall be calculated without reference to any new tax exemption or any increase in an existing tax exemption enacted after January 1, 1995. actin 3.07 Payment The COMPANY agrees to pay to the CITY on or before January 31 of the year following each year during the term hereof (the "Due Date"), all payments in lieu of tax provided for hereunder and invoiced by the CITY in accordance with Section 3.06 above, without discount for early payment. The present ratio of ad valorem tax assessment used by the CITY is one hundred percent (100%) of the Market Value of property. Any change in the ratio used by the CITY shall be reflected in any subsequent computations hereunder. This Agreement, and the method of determining and fixing the amount of in lieu of tax payments hereunder, shall be subject to all provisions of law relating to determination of Market Value and taxation, including, but not limited to, laws relating to condition, assessment, equalization and appeal. Any invoiced amounts that are not paid by the Due Date shall be considered delinquent. Delinquent amounts shall be immediately subject to interest at twelve (12%) per annum, compounded monthly and the COMPANY shall reimburse the CITY for its costs of collections, including reasonable attorneys' fees. Article 4 kgiultaringmezalfter_o_laySaawera.,If the COMPANY fails to make a payment due to the CLTY hereunder or if the COMPANY fails to perform any other obligation incumbent upon the COMPANY to be performed hereunder, and if such default Is not fully corrected within sixty (60) days alter the CITY gives written notice of said default to the COMPANY (or, if within such 60 day period, the COMPANY has not demonstrated a satisfactory plan of compliance approved by the CITY (where compliance requires more than 60 days)), the City shall have the option to either (1) declare this Agreement terminated and immediately commence annexation proceedings and sue to recover all damages; (2) hill COMPANY and sue to recover 100% of all monies that the CITY would have received fiom the COMPANY if it had been within the CITY limits, which includes 100% of all taxes, attorneys' fees and court costs; or (3) continue this Agreement for its term and collect the payments required hereunder. *lien 4.02 LIeq . The CITY shall be entitled to and have a tax lien an the hand and Improvements which may, in the event of default in payment of any sum due hereunder that is not cured in accordance with Section 4.04 below, be enforced by CITY in the same manner as provided by law and for the collection of delinquent ad valorem taxes. Additionally, the CITY shall be entitled to and have a contractual lien on the Land and Improvements which may be foreclosed in the event of such uncured default (1) judicially or (2) extrajudicially in the same manner as a deed of trust under Texas Property Code, and for that purpose may appoint a trustee or trustees. Seedop 443 City Breach. If the CITY breaches this Agreement by annexing or attempting to pass an ordinance annexing any of the Land (except with reference to the agreed annexation corridor in Section 1.03), the COMPANY shall be entitled to enjoin the CITY from the date of its breach for the balance of the term of this Agreement, from enforcing any annexation ordinance adopted in violation of this Agreement and fiom taking any farther action in violation of this Agreement. If the COMPANY elects to pursue this remedy, then so long as the CITY specifically performs its obligations hereunder, under injunctive order or otherwise, the COMPANY shall continue to make the annual payments required by this Agreement. ection 4.04 Notice of alt: Notwithstanding anything to the contrary contained herein, in the event of any breach by the COMPANY of any of the term or conditions of this Agreement, the CITY shall give the COMPANY written notice specifying the nature of the alleged default, and manner in which the alleged default may be satisfactorily cured. 'Thereafter, the COMPANY will be afforded sixty (60) days within which to cure the alleged default (ar, if cure requires more than 60 days, the COMPANY shall have the right to demonstrate a satisfactory plan of cure approved by the CITY within such 60 days, which shall be deemed to be a cure so long as the COMPANY is diligently pursuing such plan). Section 4.05 Cl mttlative Remedies. The remedies provided herein arc cumulative, none is in lieu of any other, and any one or more or combination of the same is available. Each party, in addition to remedies expressly provided herein is entitled to any and all other remedies available at law or in equity. Seton 4.06 No Waiver of Rights and Remedies. It is expressly understood that if at any time the COMPANY is in default in any provision of this Agreement, the failure on the part of the CITY to promptly avail itself of the rights and remedies that the CITY may have, will not be considered a waiver on the part of the CITY; provided that if the CITY within tea (10) years from the date of any default by the COMPANY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Further, is expressly understood that if at any time the CITY is in default in any provision of this Agreement, the faihue on the part of the COMPANY to prompdy avail itself of the rights and remedies that the COMPANY may have, will not be considered a waiver on the part of the COMPANY; provided that if the COMPANY within ten (III) years from the date of any default by the CITY, does not avail itself of the rights or remedies or elect to terminate this Agreement on account of such default, then such default is deemed waived. Section 4.07 Limitation of Liability. To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, in no event wilt either party be liable to the other party hereunder for punitive, exemplary, or indirect damages, lost profits or business interruptions ; provided however, this limitation in not meant to limit the Crrt'S rights under this Agreement to collect from the COMPANY any unpaid in lieu of tax payments, late penalties and interest associated therewith, and any costs of collection including but not limited to attorney Cees. Article 5 Secant 5.01 Descrioton of Prooertv. The COMPANY agrees to provide the CITY with a listing of Geographic ID numbers, as available from NCAD or its successor, to be attached hereto and incorporated herein as Exhibit A. With respect to COMPANY'S acquisition of new land, as described in Section 3.01 F, which becomes included in the Land, COMPANY agrees to provide to CITY a listing of Geographic ID numbers as available from NCAD or its successor. Article 6 Section 6.0Ipnnexadon By Another Entity. If any atteatpt to annex any of the Land owned, used, occupied, leased, rented or possessed by COMPANY, is made by another municipality, or if the incorporation of any new municipality should attempt to include within its limits the Land or property, the CITY shall seek a temporary and permanent injunction against the annexation or incorporation, with the cooperation of the COMPANY, and shall take any other legal action necessary or advisable under the circumstances. The cost of the legal action shall be borne equally by the parties hereto; provided, however, the fees of any special legal counsel shall be paid by the party retaining same. If the CITY and the COMPANY are unsuccessful in obtaining a temporary iajunctIon enjoining the attempted annexation or incorporation described in Section 6.01 above, the COMPANY shall have the option of (1) terminating this Agreement, effective as of the date of the annexation or incorporation, or (2) continuing to make the in lieu of tax payment required hereunder. This option shall be exercised within thirty (30) days after the application for the temporary injunction is denied. If the COMPANY elects to continue the in lieu of tax payment, the CITY shall place Altura payments hereunder together with part of the payment for the calendar year in which the annexation or incorparation is attempted, prorated to the date the temporary injunction or relief is denied, in a separate interest-bearing escrow account which shall be held by CITY subject to the following: A. If final judgment (after all appellate review, if any, has been exhausted) is entered denying a permanent injunction and/or upholding the annexation or incorporation, then all these payments and accrued interest thereon shall be refirnded to the COMPANY; or B. If final judgment (alter all appellate review, if any, has been exhausted) is entered granting a permanent injunction and/or invalidating the annexation or incorporation, then all the payments and accrued interest thereon shall be retained for use by the CITY. Article 7 Section 7.01 Sale or Lease. Whenever the COMPANY sells all or a portion of the Land or Improvements to any entity that is not an affiliate of the Company, unless such affiliate will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said sale, and this Agreement shall continue in efibct as to all Land and Improvements sold. If COMPANY sells only a portion of the Land or Improvements, the COMPANY shall fitrnish to the CITY a revised Exhibit A effective for the calendar year next following the calendar year in which the conveyance occurred. If the COMPANY leases all or a portion of the Land or Improvements to an entity that will be responsible for payment hereunder, the COMPANY shall within ninety (90) days give notice to the CITY of said lei and this Agreement shall continue in effect as to all Land and improvements leased. i§11.02ginstumaiRsgmailtiliallathimig. The COMPANY as seller or lessor in a transaction pursuant to Section 7.01 above, shall remain solely responsible for any payment in lieu of tax attributable to the Land or Improvements sold or leased unless the COMPANY has entered into an assignment and assumption agreement with the buyer or lessee of such Land or Improvements, which shall be consented to by the CITY, in which the buyer or lessee assurnes all responsibilities and obligations under this Agreement as to the purchased or leased Land and/or Impmve ments. Sadao 7.03 Assianntent. This Agreement may be assigned by the COMPANY. If this Agreement is assigned, the COMPANY shall natifY the CITY of such assignment within thirty (30} days. Article 8 Section 8.01 Inurement. This Agreement shall inure to the benefit of and be binding upon the CilY and the COMPANY, and shall inure to the benefit of' and be binding upon the COMPANY'S successors and assigns, affiliates and subsidiaries, and, subject to Section 7.02, shall remain in force whether the COMPANY sells, assigns, or in any other manner disposes of, either voluntarily or by operations of law, all or any part of the Land, and the agreements herein contained snail be held to be covenants running with the Land for so long as this Agreement or any extension thereof remains in force. The word "affiliates" as used herein shall mean: (1) all companies with respect to which the COMPANY directly or indirectly, through one or more intermediaries at the time in question, owns or has the power to exercise control over fifty percent (50%) or more of the stock having the right to vote for the election of directors; or (2) all corporations (or other entities) controlled by or under common control with the Company as contemplated by Section 1239(c) of the Internal Revenue Code of 1954, as amended. Article 9 lesijoadlaUtajdolga. COMPANY shall use reasonable efforts to acquire all of its procurements, including, but not limited to, supplies, materials, equipment, service contracts, construction contracts, and professional services contracts from busineses located within Nueces and San Patricio Counties, unless such procurements are not reasonably and competitively available within said area COMPANY shall not be required to maintain records regarding this requirement other than those normally kept in its usual course of business. Section 9.02 Water Procurement. COMPANY acknowledges that the CITY provides a regional water system that is critical to the well-being and economic growth of the entire area and that it is important for each customer to continue 10 use the system as its principal source of water. COMPANY agrees to provide six months written notice of any intent or action to obtain morn than tem percent (10%) of its total water needs from any source other than the CITY. Article 10 Section 10.01 SeverabIllh+. In the event any word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement or the application thereof to any person, firm, corporation or circ shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, then the application, invalidity or unconstitutionality of the word, phrase, clause, sentence, paragraph, section, article or other part of this Agreement shall be deemed to be independent of and separable from the remainder of this Agreement and the validity of the remaining parts of this Agreement shall not be affected thereby. Secgop 10.02 Entire Aersemeu(. This Agreement constitutes the entire agreement of the parties and supersedes any and all prior understandings, or oral or written agreements, between the parties respecting such subject matter, except as otherwise provided in the instnunents referenced herein. This Agreement may be amended only by written instrument signed by all of the parties hereto, Section 10.03 Notices. Any notice to the COMPANY or the CITY concerning the matters to which this Agreement relates may be given in writing by registered or certified mail addressed to the COMPANY or the CITY at the appropriate respective addresses set forth below. The COMPANY must notify the CITY of any change of address In writing. Notices by a party to the other party hereto. shall be mailed or delivered as follows: To the 1 ty. Mr. Ronald L Olson City Manager City of Corpus Christi 1201 Leopard P.O Box 9277 Corpus Christy Texas 78469.9277 Phone: 361-880-3220 Fax: 361-880-3839 With copies to: City of Corpus Christi -Qty Secretary 1201 Leopard P.O. Box 9277 Corpus Mini. Texas 78469-9277 Telephone 361-880,3I05 Fax: 361-880-3113 City of Cods Christi -City Attomey I20I Leopard P.O. Box 9277 Corpus Christ;. Texas 78469-9277 Telephone: 361-880-3361 Fax: 361-880-3239 If to Company: with copy to: Section 10.09 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is to be performed in Nueces County, Texas. Section 10.04 Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Section 10.06 Authority. By acceptance of this Agreement andfor benefits conferred hereunder. each party represents and warrants to the other that its undersigned agents have complete and unrestricted authority to enter into this Agreement and to obligate and bind such party to all of' the terms, covenants and conditions contained herein. ,section 10.07 Most Favored Nritions. If CITY enters into a new Industrial District Agreement, or a renewal of any Industrial District Agreement, with a landowner which contains in lieu of tax payment terms and provisions more favorable to the landowner than those in this Agreement, COMPANY and its assigns shall have the right to either terminate this Agreement, or amend this Agreement to contain the mare favorable in lieu of tax payment teams and provisions. "Loner" shall not include any tourist -related business or facilities under Section 42.044, Texas Local Government Code. The foregoing does not preclude the CITY from entering into a onetime, economic development agreement with any new major employer within the City's non -industrial district ETJ, or with any company proposing a major new investment within the City's non -industrial district ETJ, as part of the CITY'S economic development program. EDIT A Geographic ID Number Designated By Nueces County Appraisal District =OBIT B Schedule of Value EXHIBIT C Ctty Ordinance Creating Industrial Districts CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 011 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-200151 bate Filed: 04/28/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Basic Equipment Co. Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Chrisit 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. IDA7B Industrial District 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling 1 Intermediary Martin, Edward Corpus Christi, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of penury, that the above disclosure is true and correct. J Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE ��!,! n �y /�.,, ,� Sworn to and subscribed before me, by the said / 17 fr/ 11 , this the O[ 8 day ofC C�GGGC.� , / / 20 7 , to certify which, witness my hand and seal of office **r aoi4 DONETTA BEATY �,.• ,I— r'* Na Public / i� .: STATE OF TEXAS , 1 ----17-,0 / moi' a''' My Comm. Exp. 01.022010 Signature of officer admin i ring oath Printed n. - ' o eorrrrnrsrelifiri of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of May 16, 2017 Second Reading for the City Council Meeting of May 23, 2017 DATE: April 17, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Street Closure of Airheart Point Road and a portion of Ocean Drive located east of Ocean Drive. CAPTION: Ordinance closing, abandoning, and vacating 0.737 Acre portion of a public right-of-way tract containing partially developed and surfaced street of Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas, and requiring the abutting owners (Matthew A Comay, Sandra McKinnon and George and Gippie Hawn), to comply with specified conditions. PURPOSE: The purpose of this item is to close, abandon and vacate a 0.737 Acre portion of a public right of way tract containing partially developed and surfaced street of Airheart Point Road, and adjacent - portion of the existing right-of-way adjacent to Ocean Drive. BACKGROUND AND FINDINGS: Matthew A Comay, Sandra McKinnon and George and Gippie Hawn (abutting owners) are requesting the closing, abandoning and vacating a 0.737 Acre portion of a public right of way tract containing partially developed and surfaced street of Airheart Point Road, and adjacent -portion of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas. City Code, Sec. 49-12, (c) requires fair market value. ALTERNATIVES: None 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: Several of the City departments and franchised utility companies have facilities within the public street right-of-way; however, the City departments and franchised utility companies have no objections regarding the proposed public right-of-way abandonment as long as the City retains a utility easement over the abandoned and vacated area. FINANCIAL IMPACT: ❑ 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 One Time Payment $54,733.00 $54,733.00 BALANCE $54,733.00 $54,733.00 Fund(s): Comments: One Time payment of $54,733.00. RECOMMENDATION: Staff recommends approval of the ordinance. Owners must comply with the following conditions: a. A utility easement is retained over the entire vacated area in favor of City departments and franchised utility companies. b. An access easement is retained over the entire vacated area in favor of the City. c. The maintenance responsibilities, including mowing, for the abandoned and vacated area reverts to the abutting owners. d. Payment of the fair market value be made in the amount of $54,733.00 per the City Code of Ordinances, Sec. 49-12, (c)(4). Failure to comply with this condition within 180 calendar days will hereby make this Ordinance null and void e. Upon approval by the City Council and issuance of the ordinance, all grants of right of way vacation and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected properties are located, with a copy of the recording provided to the City. Failure to comply with this condition within 180 calendar days will hereby make this Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance closing, abandoning, and vacating 0.737 Acre portion of a public right- of-way tract containing partially developed and surfaced street of Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas, and requiring the abutting owners (Matthew A Comay, Sandra McKinnon and George and Gippie Hawn), to comply with specified conditions. WHEREAS, Matthew A Comay, Sandra McKinnon and George and Gippie Hawn ("the abutting owners") have requested the abandonment and vacation of a partially developed and surfaced street of 0.737 Acre Tract, being Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas. WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, May 16, 2017, during a meeting of the City Council, during which all interested parties and citizens could 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 partially developed and surfaced street of 0.737 Acre Tract, being Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas, subject to compliance by the abutting owners 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 Article X, §1(a) (11) of the City Charter and Section 49-12 of the Corpus Christi Code of Ordinances, the 0.737 Acre portion of a public right-of-way tract containing partially developed and surfaced street of Airheart Point Road and adjacent .071 and .017 acre portions of the existing right-of-way adjacent to Ocean Drive, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, Map Records of Nueces County, Texas is closed, abandoned and vacated by the City of Corpus Christi ("City"), subject to the abutting owners' compliance with the conditions specified in Section 2 and retained utility easements specified in Section 3 of this ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, and Exhibit "B," which is the graphical representation for the metes and bounds description and Exhibit "C," which is the 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 closure, abandonment, and vacation of the public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the adjacent Owners' compliance with the following requirements: a. A utility easement is retained over the entire vacated area in favor of City departments and franchised utility companies. b. An access easement is retained over the entire vacated area in favor of the City c. The maintenance responsibilities, including mowing, for the abandoned and vacated area reverts to the abutting owners. d. Payment of the fair market value be made in the amount of $54,733.00 per the City Code of Ordinances, Sec. 49-12, (c)(4). Failure to comply with this condition within 180 calendar days will hereby make this Ordinance null and void e. Upon approval by the City Council and issuance of the ordinance, all grants of right of way vacation and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected properties are located, with a copy of the recording provided to the City. Failure to comply with this condition within 180 calendar days will hereby make this Ordinance null and void. SECTION 3. The closure, abandonment, and vacation of the right of way does not close, abandon, or vacate the City's utility easements. This ordinance retains utility and access easement over the entire vacated area in favor of City departments and franchised utility companies. Utility Easement specifically includes: a. 0.737 Acre Right -of -Way of Airheart Point Road to be closed and retained as a Storm Water easement with access to existing improvements; b. 0.22 Acre of existing northeast Right -of -Way adjacent to Ocean Drive to be closed and retained as a utility easement with access to existing gas line located in the utility easement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Council Member PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor EXHIBIT "A" 0.825 Acre Tract STATE OF TEXAS COUNTY OF NUECES Job No. 29172B600 June 23, 2016 Revised: April 4, 2017 Fieldnotes, for a 0.825 Acre Tract, being a portion of the existing Northeast Right -of -Way of Ocean Drive, a public roadway, all of Airheart Road, and portions of Lots 6, 7, 8, 9, as shown on the Plat of Alta -Vista on the Bay, a map of which is recorded in Volume 1, Page 22, of the Map Records of Nueces County, Texas, the said 0.825 Acre Tact being more fully described as follows: Beginning, at a 5/8 Inch Iron Rod Found, on the apparent Northeast Right -of -Way line of the said Ocean Drive, being the South corner of the said Lot 7, the West corner of Lot 8, of the said Alta -Vista on the Bay, the West corner of Lot 8, of the said Alta -Vista on the Bay, for a corner of this Tract; Thence, South 33°05'47" East, with the Southwest line of the said Lot 8, and Lot 9, of the said Alta -Vista on the Bay, 100.13 Feet, to an "X" Cut in concrete Found, being the South corner of the said Lot 9, the West corner of the said Airheart Road, for an inner ell corner of this Tract; Thence, North 58°39'01" East, with Southeast line of the said Lot 9, and the Northwest Right -of -Way line of the said Airheart Road, at 284.00 Feet, pass an "X" Cut in concrete Set, in all a distance of 286.55 Feet, to the South corner of a 0.092 Acre Easement, described in an Amendment of Easement, recorded in Document Number 655290, of the Official Public Records of Nueces County, Texas, being the East corner of the said Lot 9, for the North corner of this Tract; Thence, South 48°14'44" East, 96.21 Feet, to the North corner of a 3.0117 Acre Tract described in a Special Warranty Deed from Michael D. McKinnon, to Sandra E. McKinnon, recorded in Document Number 2002032463, of the said Official Public Records, for the East corner of this Tract; Thence, South 60°02'12" West, with the Northwest line of the said 3.0117 Acre Tract, and the Southeast Right -of -Way line of the said Airheart Road, 312.04 Feet, to a 5/8 Inch Iron Rod Found, on the apparent Northeast Right -of -Way line of the said Ocean Drive, for the common corner of the said Airheart Road, the said 3.0117 Acre Tract, and this Tract; Thence, South 32°43'43" East, with the common line of the said apparent Northeast Right - of -Way line of Ocean Drive and the said 3.0117 Acre Tract, 3.48 Feet, to an outer ell corner of this Tract; S:\Surveying1291721B6001OFFICEIMETES AND BOUNDSIFN_29172B600.docx Page 1 of 2 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE, Firm # 145 • TBPLS Firm # 10032400 FAX (361)854-6001 Thence, South 60°00'40" West, with the said common line, 86.61 Feet, to a 5/8 Inch Iron Rod Found, being the West comer of the said 3.0117 Acre Tract, for the South corner of this Tract and for the beginning of a non -tangent curve to the Left, having a delta of 22°20'42", a Radius of 765.00 Feet, an arc length of 298.34 Feet, and a chord which bears North 16°07'39" West, 296.46 Feet; Thence, with the said non -tangent curve to the Left, 298.34 Feet, for the said Northeast Right -of -Way line, the West corner of Lot 6, of the said Alta -Vista on the Bay, from whence a 5/8 Inch Iron Rod Found, bears South 58°49'46" West, 5.05 Feet; Thence, South 33°05'47" East, 100.09 Feet, to the Point of Beginning, containing 0.825 Acres (35,959 SqFt) of Land, more or less. Grid Bearings and Distances described herein are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. The purpose of this description is for a Right -of -Way Closure, and a State Shoreline Boundary was not performed or determined. Also reference accompanying sketch of Tract described herein. U AN ENG E G James D. Carr, R.P.L.S. License No. 6458 S:\Surveying1291721B6001OFFICE\METES AND BOUNDS\FN 29172B600.docx Page 2 oft (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www,urbaneng.com TBPE, Firm # 145 • TBPLS Firm # 10032400 FAX (361)854-6001 Note: The purpose of this Survey is for a Right—of—Way Closure, and a State Shoreline Boundary was not performed or determined. 05 b9, 0.66 Acre Tract '41, ‹,4*Surveyed by Naismith Engineering, Inc. November 10, 2005*tt, '✓$ George S. Hawn and Gippie W. Hawn Doc. No. 2005057702 .y .0.PR.N.C.T. 1act3 /728.8 Sq. Feet 0.017 Acres $6 Cy Matthew A. Comay ay Doc. No. 2005037106 0.PR.N.C.T. 0.825 Acres / 35,959 Sq. F£. (Tracts 1-3) CL /Tract 2 3103.6 Sq. Ft. . 0.071 Acres •459 °1 � S3743'43"E Legend • 5/8" Iron Rod Found x "X" Mark Found • "X" Mark Set 0.605 Acre Right—of—Way (Airheart Point Road) to be Closed and retained as a Stormwater Easement with Access to existing Stormwater Improvements. 11111 Exisiting Northeast Right—of—Way of Ocean Drive to be Closed and retained as a Utility Easement. REV: AprII 20, 2017 DATE: Jud 8, .2016 SCALE: 1 =60 JOB NO.: 29172.B600 SHEET: 1 of 2 DRAWN BY: RLG 3.48'(S 32°51'14" E Tv 3.34') oQ� pc 3.0117 Acres Doc. No. 2002032463 0.PR.N.C.T. Sandra E. McKinnon EXHIBIT 713" Sketch to Accompany FIELDNOTES, for a 0.825 Acre Tract, being a portion of the existing Northeast Right—of—Way of Ocean Drive, a public roadway, all of Airheart Point Road, and portions of Lots 6, 7, 8, 9, as shown on the Plat of Alta—Vista on the Bay, a map of which is recorded in Volume 1, Page 22, of the Map Records of Nueces County, Texas. 6130' 0' 60' GRAPHIC SCALE 1"=60' URBAN ENGINEERING 1BPE FIRM NO. 145, 1BPLS MRN NO. 10032400 2725 SWANINER DR, CORPUS CHRISM, 1X 78404 PHONE 361.854.3101 wWW°URBANENG.CON 02016 by Urban Engineering urbansurveylOurbaneng.cam IOW EXHIBIT "C" Site Map to Accompany FIELDNOTES, for a 0.825 Acre Tract, being a portion of the existing Northeast Right—of—Way of Ocean Drive, a public roadway, all of Airheart Road, and portions of Lots 6, 7, 8, 9, as shown on the Plat of Alta—Vista on the Bay, a map of which is recorded in Volume 1, Page 22, of the Map Records of Nueces County, Texas URBAN ENGINEERING REV: April 4, 2017 DATE: July 8, 2016 SCALE: 1 =60' MRS FIRM Na. ,ao32+DD JOB NO.: 29172.6600 CORPUS(„,' SHEET: 2 of 2 DRAWN BY: RLG 0 2016 by Urban Engineering urbansurveylOurbaneng.com 18PE FIRM NO. 145. 2725 SWANINER DR, CHR158. TX PHONE: 381.854.3101 AERIAL OVERVIEW AIRHEART POINT op),, ,k �j91YtIJLL< i IIii.110 7J'P.7, rill] L13 1�. 15�' • Tna�ll�j AERIAL MAP AIRHEART POINT 1 N ORDINANCE APPOINTING ROBERT R. GARCIA AS A PART-TIME JUDGE OF THE MUNICIPAL COURT OF RECORD IN THE CITY OF CORPUS CHRISTI; DETERMINING SALARY; PROVIDING A TERM OF OFFICE; AND DECLARING AN EFFECTIVE DATE WHEREAS, pursuant to Corpus Christi Code Sec. 29-4, the city council shall appoint municipal judges, as deemed necessary for the benefit and conduct of the court. Each judge shall be appointed by the city council and shall hold office for a two-year term coterminous with the term of the appointing city council unless sooner removed or until the successor, if any, is appointed; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. That Robert R. Garcia is appointed as Part -Time Judge of the Municipal Court of Record in the City of Corpus Christi, Texas. SECTION 2. That Robert R. Garcia's part-time municipal judge position shall receive an hourly rate of $44.25 per hour, within Grade 140 of the City of Corpus Christi' s Employee Compensation and Classification System. SECTION 3. That Robert R. Garcia shall hold office for a term coterminous with the term of the appointing City Council unless sooner removed or until the successor, if any, is appointed. SECTION 4 This ordinance takes effect upon passage on second reading. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor 2 AGENDA MEMORANDUM for the City Council Meeting of May 16, 2017 DATE: May 8, 2017 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Discussion & Consideration of Process to Fill a Vacancy in the Office of Council Member CAPTION: Discussion and consideration of the process to fill a vacancy in the office of council member. PURPOSE: The purpose of this item is to discuss the process to fill a vacancy in the office of council member. BACKGROUND AND FINDINGS: Article II, Section 13 of the City Charter provides that, in the event a vacancy exists in the office of council member, "the remaining members of the council by majority vote shall forthwith fill such vacancy by appointment of a new council member having the qualifications for such vacancy or vacancies as established by law, and the appointed council member shall hold office until the next regular city election and until his or her successor has been elected and qualified...". The qualifications for the position of city council member are: 1. Must be a citizen of the United States; 2. Must be 18 years of age or older on commencement of the term to be filled; 3. Must not have been determined mentally incompetent by a final judgment of a court; 4. Must not have been finally convicted of a felony for which he/she has not been pardoned or otherwise released from the resulting disabilities; 5. Must have resided continuously in this state for the twelve (12) months and in the city for the six (6) months preceding the date of the deadline for filing for office; and 6. Must not owe delinquent taxes to the city. OTHER CONSIDERATIONS: Historically, an application process has been used to fill the vacancy. In 2016, the process included submission of an application packet consisting of the following items: 1. Application for Appointment to the City Council; 2. Report of Financial Information Form; and 3. Questionnaire. These documents were reviewed by the City Council in executive session, the Council determined the finalists and conducted public interviews, and then made decisions in open session. Typically, the process has been completed in a three- to four-week period. DEPARTMENTAL CLEARANCES: Legal Department RECOMMENDATION: 1) Appointment of an individual; or 2) Approval of a process to fill the vacant city council position, including a timeline setting the application deadline, a date to interview candidates and a date on which the final selection and appointment is made. LIST OF SUPPORTING DOCUMENTS: Sample Application Packet PowerPoint SAMPLE APPLICATION PACKET ALL INFORMATION IS REQUIRED TO BE PROVIDED UNLESS INDICATED OPTIONAL 1/2017 APPLICATION FOR APPOINTMENT TO THE CITY COUNCIL TO: City Secretary/Secretary of Board I request that my application be considered for appointment to the City Council position. OFFICE SOUGHT (Include any place number or other distinguishing number, if any.) FULL NAME (First, Middle, Last) PERMANENT RESIDENCE ADDRESS (Do not include a P.O. Box or Rural Route. If you do not have a residence address, describe the address at which you receive personal mail and location of residence.) PUBLIC MAILING ADDRESS (If different from Permanent Residence Address.) r CITY ATE ZIP 1111 P TY STAT ZIP PUBLIC EMAIL ADDRESS (If available) OCCUPATION (Do not leave blank) DATE OF BIRTH / / VOTER REGISTRATION VUID NUMBER (Optional)' TELEPHONE CONTACT INFORMATION (Optional) Home: Work: Cell: LENGTH OF CONTINUOUS RESIDENCE AS OF DATE APPLICATION SWORN IN STATE year (s) IN TERRITORY OFFICE FROM SOUGHT IS year (s) WHICH THE ELECTED2 month(s) month(s) If using a nickname as part of your name in this applicat that my nickname does not constitute a slogan nor does commonly known by this nickname for at least three years on, you are also signing and swearing to the following statements: I further swear it indicate a political, economic, social, or religious view or affiliation. I have been prior to completion of this application. Before me, the undersigned authority, on this day personally appeared here and now duly sworn, upon oath says: "I, (name) , of (name) , who being by me Texas, being a and laws and laws restored by totally mentally Code. County, applicant for the office of , swear that I will support and defend the Constitution eligible to hold such office under the constitution pardoned or had my full rights of citizenship exercising probate jurisdiction to be of the nepotism law, Chapter 573, Government true and correct." of the United States and of the State of Texas. I am a citizen of the United of this state. I have not been finally convicted of a felony for which I have other official action. I have not been determined by a final judgment incapacitated or partially mentally incapacitated without the right to vote. I further swear that the foregoing statements included in my application X States not been of a court I am aware are in all things SIGNATURE OF APPLICANT Sworn to and subscribed before me at , this the day of , . SEAL Signature of Officer Administering Oath3 Title of Officer Administering Oath TO BE COMPLETED BY CITY SECRETARY OR SECRETARY (See Section 1.007) Voter Registration Status Verified ❑ OF BOARD: Date Received Signature of Secretary 1/2017 NEPOTISM LAW The candidate must sign this statement indicating his awareness of the nepotism law. The nepotism prohibitions of chapter 573, Government Code, are summarized below: No officer may appoint, or vote for or confirm the appointment or employment of any person related within the second degree by affinity (marriage) or the third degree by consanguinity (blood) to himself, or to any other member of the governing body or court on which he serves when the compensation of that person is to be paid out of public funds or fees of office. However, nothing in the law prevents the appointment, voting for, or confirmation of anyone who has been continuously employed in the office or employment for the following period prior to the election or appointment of the officer or member related to the employee in the prohibited degree: six months, if the officer or member is elected at the general election for state and county officers. No candidate may take action to influence an employee of the office to which the candidate is seeking election or an employee or officer of the governmental body to which the candidate is seeking election regarding the appointment or employment of a person related to the candidate in a prohibited degree as noted above. This prohibition does not apply to a candidate's actions with respect to a bona fide class or category of employees or prospective employees. Examples of relatives within the third degree of consanguinity are as follows: (1) First degree: parent, child; (2) Second degree: brother, sister, grandparent, grandchild; (3) Third degree: great-grandparent, great-grandchild, uncle, aunt, nephew, niece. These include relatives by blood, half-blood, and legal adoption. Examples of relatives within the second degree of affinity are as follows: (1) First degree: spouse, spouse's parent, son-in-law, daughter-in-law; (2) Second degree: brother's spouse, sister's spouse, spouse's brother, spouse's sister, spouse's grandparent. Persons related by affinity (marriage) include spouses of relatives by consanguinity, and, if married, the spouse and the spouse's relatives by consanguinity. These examples are not all inclusive. FOOTNOTES 1lnclusion of a applicant's VUID is optional. However, many applicants are required to be registered voters in the territory from which the office is elected at the time of the application deadline. Please visit the Elections Division of the Secretary of State's website for additional information. http://www.sos.state.tx.us/elections/laws/hb484-faq.shtml 2This refers to the length of residence inside the district or territory from which the office is elected. For example, length of residence in a school district, for a school trustee office elected at large. This field MUST BE COMPLETED. 3A11 oaths, affidavits, or affirmations made within this State may be administered and a certificate of the fact given by a judge, clerk, or commissioner of any court of record, a notary public, a justice of the peace, city secretary (for a city office), and the Secretary of State of Texas. CITY OF CORPUS CHRISTI -APPLICANT REQUIREMENTS Individuals seeking appointment to the vacant City Council At -Large position must meet the following requirements: 1. MUST be a citizen of the United States. 2. MUST be 18 years of age or older on commencement of the term to be filled. 3. MUST not have been determined by a final judgment of a court exercising probate jurisdiction to be totally mentally incapacitated or partially mentally incapacitated without the right to vote. 4. MUST not have been finally convicted of a felony for which he/she has not been pardoned or had his/her full rights of citizenship restored by other official action. 5. MUST have resided continuously in this state for twelve (12) months and must have been an actual resident of the City of Corpus Christi ("City") for six (6) months preceding the date of the deadline for filing for office. Actual residence in the City, must be maintained throughout the term of office and failure to do so shall work a forfeiture of office. 6. MUST be registered to vote in the City of Corpus Christi. 7. MUST not owe delinquent taxes to the City. 8. MUST designate a campaign treasurer. 9. MUST file an Application for Appointment to the City Council. 9 QUESTIONNAIRE FOR APPOINTMENT TO THE CITY COUNCIL Answer every question below. The answer to each question can be no more than 250 words. TYPEWRITTEN ANSWERS ARE STRONGLY ENCOURAGED 1. Question Number 1 Why do you want to be a City Council member and what makes you the most qualified candidate? 2. Question Number 2 What do you believe should be Council priorities? ■la What w. I your ,.....: s an kt-L, Juni Me ILYLP 3. Q ,stion Nun'bbea 1 I r 4. Question Number4 What is your understanding of the council-manager form of government? Signature Printed Name: Date DISCLOSURE AND AUTHORIZATION FORM TO OBTAIN CONSUMER REPORTS FOR APPOINTMENT PURPOSES Please Read Carefully Before Signing the Authorization DISCLOSURE In considering you for appointment, the City of Corpus Christi ("the Company") may request and rely upon one or more consumer reports or investigative consumer reports about you that we obtain from a consumer reporting agency, such as IntelliCorp Records, Inc. For explanation purposes: • a "consumer report" is a written, oral or other communication of any information by a consumer reporting agency bearing on your credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in making an employment-related decision about you. Such information may include, for example, credit information, criminal history reports, or driving records; and • an "investigative consumer report" is a consumer report in which information on your character, general reputation, personal characteristics, or mode of living is obtained through personal interviews with your prior employers, neighbors, friends, or associates, or with others who may have knowledge concerning any such items of information. In the event an investigative consumer report is requested about you, you are entitled to additional disclosures regarding the nature and scope of the investigation requested, as well as a written summary of your rights under the Fair Credit Reporting Act ("FCRA"). Under the FCRA, before the Company can obtain a consumer report or investigative consumer report about you for employment purposes, we must have your written authorization. Before we take adverse action on the basis, in whole or in part, of information in that report, you will be provided a copy of that report, the name, address, and telephone number of the consumer reporting agency, and a summary of your rights under the FCRA. Printed Name Ap giant Signatur 3 Date Parent or Legal Guardian Signature (for searches conducted on minors under the age of 18) Date AUTHORIZATION I have read and understand the foregoing Disclosure, and authorize The City of Corpus Christi to obtain and rely upon consumer reports or investigative consumer reports in considering me for appointment. By my signature below, I authorize the City of Corpus Christi to obtain any such reports and to share the information received with any person involved in the employment decision about me. I also agree that this Disclosure and Authorization in original, faxed, photocopied, or electronic (including electronically signed) form will be valid for any consumer reports or investigative consumer reports that may be requested about me by or on behalf of the Company. F ited ame13 LLD Applicant Signature Date Parent or Legal Guardian Signature (for searches conducted on minors under the age of 18) Date Personal Data Last Name First Name Middle Name Current Address Addresses for the Past Seven Years: (include street, city, state, zip code) Date of Birth Dates Lived Here Dates of Residence: Other Names Used (including maiden name) Years Used Social Security Number Driver's License # State Email address (may be used for official correspondence) I have the right to make a request to IntelliCorp Records, Inc, upon proper identification, to request the nature and substance of all information in its files on me at the time of my request, including sources of information, and the recipients of any reports on me which IntelliCorp Records, Inc has previously furnished within the two year period preceding my request. I certify that all elements of the personal data I com rete. understa 1 and agre, hat any o' stat Tient, or answ .r )ade by m ; n my ar p inter. "s will be F affix 'nt grour 15 )r rejr cti employn. t. AL have provided are true, accurate and ision, ise kerne , misleadir ration any : ?ple ents to it al i of err loym an my dischar Printed Name Applicant Signature in any affr • Date REPORT OF FINANCIAL INFORMATION Filed Pursuant to Section 2-340 et seq. Corpus Christi Code of Ethics (Revised August 19, 2009, pursuant to Ethics Ordinance Change) Annual Report for Year Ending December 31, 20 (Due by last Friday of April) ❑ Supplemental Report for Six Months Ending June 30, 20 (Due by last Friday of July) ❑ Candidate's Report for Year Ending December 31, 20 . (Due 5 days after filing for office) INSTRUCTIONS. Please type when filling out this form. Attach pages if additional space is needed on any respon.' ',rid identify eac response b i • .art to which i, • . es _ ' ORTS u E PHYSTCAT,LY FII .D WI II THE CIT ECRETAR 4:45 P.M. HED D : ' x • sus elow, "repon t officio " ini des `cadidate". REPO._ xG OFFIC AL: 2ity C ancil Men. Politic : ❑ Appointed Board Member _Board: Municipal Court Judge (or substitute judge): City Staff Member _Title: Candidate for City Council—Position: INDIVIDUAL REQUIRED TO FILE: RESIDENCE ADDRESS: (Full Name) (City) (Number/Street/Unit) (State) (Zip) The report shall include all of the following information for the reporting official and the reporting official's spouse, but information relating to the spouse need not be segregated from that relating to the reporting official. PART I. LICENSES. List all professional, occupational or business licenses held by the reporting official. Revised 08/2009 PART II. BUSINESSES. List all the names of any businesses with which the reporting official was actively engaged or associated, and the principal address and phone number of each, together with the position or title held. You are not required to include any businesses which are reported in other sections of this Report. PART III. INCOME. List the names and addresses of all sources of income which exceed 10 percent of the reporting official's gross income, or $5,000 in salary, bonuses, commissions or professional fees, or $20,000 in payment for goods, products or non-professional services. If the reporting official is self-employed or owns or controls at least a 20 percent interest in a partnership, corporation or other entity through which the reporting official does business, you must also report the names and addresses of the clients or customers who do business with the City from whom the reporting official, partnership, corporation or other entity received at least 10 percent of its gross income. The City publishes a list of those persons "who do business with the City" which you may rely upon for the purposes of this provision. (A sole proprietor shall not be required to report a source of income he or she would not have to report if operating as a corporation or partnership.) Revised 08/2009 PART IV. BUSINESS ORGANIZATIONS List the name and address of any business organization* in which the reporting official held, owned, acquired or sold stock or other equity ownership having a value exceeding $5,000 or equivalent to 10 percent or more of the stock or equity in the entity or owns 10% or more or $5,000 or more of the fair market value of the business organization or funds received from business organization exceed 10% or more of the person's gross income for the previous year. *"Business organization" includes a corporation, general partnership limited partnership, joint venture, trust or sole proprietorship. PART V. REAL PROPERTY. List all real property * in Nueces County or any adjoining county in which the reporting official held any legal or equitable ownership with a fair market value of $2,500 or more. The list shall include a description sufficient to locate the property, preferably the physical address of the real property. "Real Property" includes land, buildings, improvements, mineral interests and leasehold estates, whether such property is owned by the official or by another as trustee for the official. Revised 08/2009 PART VI. PERSONAL LIABILITIES. List the name and address of any person to whom the reporting official was indebted in excess of $10,000 together with the dates any such debts were incurred. "Indebted" includes obligations on which the reporting official is a guarantor or co-signer, in which case the names of the borrower and lender shall be listed. (`Person" is defined in Section 2-341 as "an individual, proprietorship, firm, partnership, joint venture, syndicate, trust, company, corporation, association, committee, estate, receiver, entity or any other organization or group of persons acting in concert, whether profit or nonprofit.) PART VII. NOTES, BONDS & LOANS. List the name and address of any person who is the obligor on any note, bond, loan or any other similar obligation, written or unwritten, owed to the reporting official which in the aggregate equal $10,000 or more together with the dates of such obligations. PART VIII. CONTRACTS WITH THE CITY OF CORPUS CHRISTI List all contracts with the City of Corpus Christi, including the date, term, type of good or services provided and the amount of the contract. Revised 08/2009 PART IX. POSITIONS AND BOARDS. List all board of directors or governing bodies of which the reporting official is a member, and all offices or executive positions the reporting official holds in corporations, partnerships, limited partnerships, professional corporations, associations or other entities, including non -business and non-profit entities, stating the name of each entity and position held, and excluding entities owned or created by the city. PART X. GIFTS AND FAVORS. List the name and address of any person from whom the reporting official received gifts or favors, including but not limited to trips, excursions, food, lodging, money, commodities or services, cumulatively exceeding $200 in value. The nature and date of each gift received shall be specified. Provided, however, campaign contributions reported as required by state law and gifts or favors from relatives need not be reported hereunder. "Relative" includes spouse, father, mother, brother, sister, son, daughter, spouse's children, grandfather, grandmother, son-in-law, daughter-in-law, uncle, aunt, nephew, niece, grandson, granddaughter, first cousin, father- in-law, mother-in-law, brother-in-law, sister-in-law, grandfather -in-law, grandmother -in-law, uncle by marriage, aunt by marriage, nephew's wife, niece's husband, grandson -in-law, granddaughter -in-law, first cousin's spouse, adoptive relationships being treated as natural. Revised 08/2009 VERIFICATION I do solemnly swear that the foregoing Report, filed herewith, is in all things true and correct, and filly formation refired to be rd by me purF it to the -rpus Code of 1of fici Suture al SWORN AND SUBSCRIBED BEFORE ME by this day of 20 , to certify which, witness my hand and seal of office. Notary Public, State of Texas FILED FOR RECORD this ,20 . City Secretary Revised 08/2009 PROCESS TO FILL COUNCIL MEMBER VACANCY Rebecca L. Huerta, City Secretary May 16, 2017 History- 1990s to present COUNCIL COUNCIL TERM MEMBER APRIL 1989 - APRIL 1991 D. Berlanga APRIL 1997 - APRIL 1999 J. Capelo MAY 2009 - MAY 20111 B. Chesney JUNE 2011—NOV. 2012 K. Kieschnick *JAN. 2015 —NOV. 2016 L. Riojas DATE OF REPLACEMENT VACANCY APPOINTED 1/2/1990 C. Galindo 12/12/1997 11/15/2010 1/4/2012 J. Colmenero Linda Strong K. Allen 1/12/16 M. Hunter APPOINTMENT RAN FOR COUNCIL IN ELECTE DATE NEXT RACE D 2/13/1990 YES YES 1/2/1998 11/30/2010 1/24/2012 3/08/16 *On 1/12/16, Council Member Riojas gave the Council notice of her intent to resign on 2/28/16 YES YES NO NA YES YES YES YES AT -LARGE OR IN RUNOFF DISTRICT YES DISTRICT 2 YES DLSTRICT 2 NA AT -LARGE NO DISTRICT 1 NO 2 AT -LARGE Common Practices ■ Council requested applications ■ Application packet included an application, resume, and report of financial information. ■ Applications were filed in the City Secretary's Office ■ Council reviewed applications, and then discussed in executive session. ■ Interviews were conducted in executive session. ■ Decisions were made in open session. Recent Changes - 2016 1. Background Check 2. Questionnaire 3. Public Interviews Suggested Timeline May 18 - June 2 Accept applications June 8 - June 12 Individual council member review of applications Tues., June 13 Executive session to review and discuss applications; name finalist(s). Thu.. June 15 Special Council Meeting - Hold public interviews; deliberate in executive session; decide in open session. Tues.. June 20 New Council Member sworn -in. Questions & Discussion 6 AGENDA MEMORANDUM Future item for the City Council Meeting of May 9, 2017 Action item for the City Council Meeting of May 16, 2017 DATE: May 12, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P.E., Executive Director, Public Works valerieg@cctexas.com (361) 826-3729 CAPTION: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Jay Ellington, Director Parks & Recreation jayell@cctexas.com (361) 826-3476 Construction Contract Community Park Development and Improvements — Salinas Park Bond Issue 2012 Proposition 4 Motion authorizing the City Manager, or designee, to execute a construction contract with D&SS Construction, Inc. of Corpus Christi, Texas in the amount of $424,853 for the Community Park Development and Improvements — Salinas Park. (Bond 2012, Proposition 4). PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest responsible bidder, D&SS Construction, Inc. of Corpus Christi, Texas for the Community Park Development and Improvements — Salinas Park. BACKGROUND AND FINDINGS: This project is part of Bond 2012 Proposition 4 — Community Park Development and Improvements. Bond 2012 Brochure Language: "This project will primarily focus on irrigation upgrades and extensions at West Guth, Bill Witt/Oso Creek, Hector P Garcia/Salinas, Billish, and Parker Parks as well as downtown squares La Retama and Artesian Parks. Additionally, improvements may include dog parks, skate parks and splash pads, shade structures, landscaping, trails, parking improvements and other items." PROJECT SCOPE: The project scope includes landscape improvements throughout Salinas Park, as well as, irrigation improvements to support the new landscaping, as well as improvements to existing youth soccer fields, and multipurpose fields located in the southern section of Salinas Park. The bid also includes the addition of parking improvements. On March 29, 2017, the City received proposals from two (2) bidders and the bids are as follows: Contractor Base Bid D&SS Construction, Inc. Corpus Christi, Texas $424,853.00 Alman Utilities & Construction, Inc. Corpus Christi, Texas $470,693.22 Engineer's Estimate $386,030.00 ALTERNATIVES: 1. Authorize execution of the construction contract. (Recommended) 2. Do not authorize execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: This project was approved November 6, 2012 in the Bond Issue 2012 Package under Proposition No. 4 — Parks and Recreation Improvements. Gignac Landscape Architecture was selected for this project as a result of RFQ No. 2012-03 Bond Issue 2012 and CIP Projects, dated August 31, 2012. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts; §2, Article 10 of the City Charter regarding contracts; Conforms to FY 2016-2017 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue Capital ❑ Not applicable Fiscal Year 2016-2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $552,879 $552,879 Encumbered / Expended Amount This item 424,853 424,853 Future Anticipated Expenditures This Project 128,026 128,026 BALANCE 0 0 Fund(s): Parks and Recreation Bond Issue 2012, Community Enrichment Funds, General Fund (Parks) COMMENTS: N/A RECOMMENDATION: City staff recommends that a construction contract be awarded to D&SS Construction, Inc. in the amount of $424,853 for the Community Park Development and Improvements — Salinas Park project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Letter of Recommendation Form 1295 Informal Staff Report — Salinas Park Construction Informal Staff Report — Bond 2012, Proposition 4 INFORMAL STAFF REPORT MEMORANDUM To: Margie C. Rose, City Manager Thru: Mark Van Vleck, P.E., Assistant City Manager's Valerie H. Gray, P.E., Executive Director of Public Works From: Jeffrey Edmonds, P.E., Director of Engineering Servi Com' Date: May 11, 2017 Subject CITY COUNCIL ACTION REQUEST (CCAR) RESPONSE — 5/10/17 Architectural Fees for Salinas Park Project (Bond 2012 Prop 4) ISSUE: During the May 9, 2017 Council Meeting, Councilmember Guajardo requested information regarding selection, scope of work and compensation of the Landscape Architecture firm for the Salinas Park project. BACKGROUND & FINDINGS: Engineering Services has been designated to procure and manage all construction, architectural and engineering services on City projects. Local government procurements must be conducted in compliance with Texas Administrative Code (TAC). TAC Chapter 2254 (Attachment 1) governs the procurement of professional services by state and local governments. Chapter 2254 includes a list of services defined as professional services that contains some of the services most frequently procured by the Engineering Services Department. That list includes architecture, landscape architecture, land surveying and professional engineering. One of the main tenets of Chapter 2254 is that a governmental entity may not select a provider of professional services or award a contract on the basis of competitive bids but shall make the selection and award on the basis of demonstrated competence and qualifications to perform the services. Engineering Services follows a qualifications -based selection process for professional services that is fully compliant with TAC Chapter 2254. Requests for Qualifications (RFQ's) are currently published online through CIVCAST and are globally viewable. The RFQ for Architectural and Engineering (AE) Services that was published for the Bond 2012 projects is attached (Attachment 2) Selection committees are created from a mix of Engineering staff, operating department staff and other interested stakeholders. Qualifications are evaluated based on the published selection criteria and ranked. Engineering management attempts to map the highest qualified firms to their highest project preference. aq mom %£T aano jo saad u6!sap 'anana ley uo pases •(v Tuawyae y) aauaaadaa and payaelle s! 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Inw 'aopeJ uoa an woad sIenlwgns jo lenoadde pue Ma!naa an aalnbai saauuas aseqd uogan.gsuoD •pawio}iad aq o} Tait aneq ya!gM saalnaas aseqd uogan4suoa sapnpu! osle Pae quoa au •lenuew uogeaypads a6ed -68Z e pue s6ulMeap do sways oz do pa}slsuoa as pm au 'pug paleas pue leuy-}{eip'jeip u! pa}}lwgns a iaM ley uop3w4suoa aLp pp Aianppadwo3 o1 suolleaypads pue s6ulMeap do las e papnpul saIgeaanllap au •quawanoadw! aye do u6!sap pue 6uluueld an paalnbaa )IaoM do adoas papp.iy adeaspuel au •uogon4suoo awny a./aaouoo pue 's)//e4aps 'uo pedwoo pue.wawaoe/d /euajew aseq 'aw// 47/ M4 uogez Iqe s apea5gns '6wpei5 papnpul >uoM anis •6uideospue/ icy uoge6uai dup pue speay Aeids '(JaMod am) dwnd .iaisooq 'Reale' 'saulluiew 'speay Jowl 1/ /M splay sijods ao] swa7srfs uoge6wi .?gewojne Jo uoge//eesuj : apnpu/ s7uawanordwj uopeeua1 •uogeiedaid paq 6ujpnpuj seaueinn rr 'sassw5 /(/ i'w J/n9 69 '/a1ne7 u/eaunoN sexai 5 'saaa1 l/ep pay £r 194/nbso i zr 'emeuysr 'tiiagdeos ET 'stilagan/g asauedejZ 'sw1g aepee 8 'strep an17 py 'sMo///M .pasap5 'sepiif44 ada0 9Z yo uoge//e7sui apnpu! spawanoadw/ adeospue7 :sluawanoadw! uope6pal pue adeaspuel 6u!Mollod aLp papnpul u6!sap ilaed seulles ane -£6 all •pawayuoa aq 4ou ppm slq! os AID aye pm aa6uol ou an uolspap sly u! panlonu! saagwaw gels ayl •lunowe algenoadde ddels e sem aaj 1e4o4 ail 4eLp Ped alp oq anp paaanos-alas uaaq anal stew sly! •s)Iaed seulles pue epae j 4e u6!sap uo! e6pa! pue adeaspuel and 00.009'1717$ and KM aagopo u! (E luawyaepy) pe.quoa aalnaas leuolssadoad e papaeMe sem peapuoa aanpallyaay adeaspuel DeuED uaIM amid u! 4ou seM weal dlgsaapeal 6ulaaaul6u3 4uaaana all *NI" ue g6noagT paladwoa AlleoldA4 Mou an sputum aalnaas Ieuo!ssadoad a6ae-1 •(speJTuoa 000'05$ qns) algenoadde-}}ees 'flews Apo aaanos-alos oi s! aanpaaoad paepuels Wa.una s,6ulaaaul6u3 •ssaaoad suo!Teayllenb and 4sanbaa Iewaod a 4noLT!M saawas ieuo!ssajoid aaanos-alos oo pannolle s! A3!0 all •salea Alanoq algeuoseaa pue (Mos) )oM do ado's aye gsgdwoaae of vodda do lanai all uo paseq an suopepo6au aaj all •aapinoad papalas alp Lp!M aaj algeuoseaa pue aged e alepo6au of sgdwape ddKs 6ulaaau!6u3 'papalas aaup appropriate for a project the size of Salinas Park. There were other design consultants involved with Salinas Park and the total for professional fees is around 10% of construction cost. CONCLUSIONS: 1. Landscape Architecture is a professional service covered under the Texas Professional Service Procurement Act. 2. The Engineering Services Department procures professional services in accordance with policy and the Texas Professional Service Procurement Act. 3. Professional services are procured based on a firm's qualifications. Engineering Services then attempts to negotiate fair and reasonable fees. 4. The professional fees paid for the Salinas Park Project are appropriate, fair and reasonable for the required scope and level of effort required. ATTACHMENT 1 Texas Administrative Code Chapter 2254 Texas Professional Service Procurement Act GOVERNMENT CODE TITLE 10. GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2254. PROFESSIONAL AND CONSULTING SERVICES SUBCHAPTER A. PROFESSIONAL SERVICES Sec. 2254.001. SHORT TITLE. This subchapter may be cited as the Professional Services Procurement Act. Added by Acts 1993, 73rd Leg. , ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.002. DEFINITIONS. In this subchapter: (1) "Governmental entity" means: (A) a state agency or department; (B) a district, authority, county, municipality, or other political subdivision of the state; (C) a local government corporation or another entity created by or acting on behalf of a political subdivision in the planning and design of a construction project; or (D) a publicly owned utility. (2) "Professional services" means services: (A) within the scope of the practice, as defined by state law, of: (i) accounting; (ii) architecture; (iii) landscape architecture; (iv) land surveying; (v) medicine; (vi) optometry; (vii) professional engineering; (viii) real estate appraising; or (ix) professional nursing; or (B) provided in connection with the professional employment or practice of a person who is licensed or registered as: (i) a certified public accountant; (ii) an architect; (iii) a landscape architect; 1 (iv) a land surveyor; (v) a physician, including a surgeon; (vi) an optometrist; (vii) a professional engineer; (viii) a state certified or state licensed real estate appraiser; or (ix) a registered nurse. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 244, Sec. 1, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1542, Sec. 1, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 1409, Sec. 8, eff. Sept. 1, 2001. Sec. 2254.003. SELECTION OF PROVIDER; FEES. (a) A governmental entity may not select a provider of professional services or a group or association of providers or award a contract for the services on the basis of competitive bids submitted for the contract or for the services, but shall make the selection and award: (1) on the basis of demonstrated competence and qualifications to perform the services; and (2) for a fair and reasonable price. (b) The professional fees under the contract may not exceed any maximum provided by law. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by: Acts 2007, 80th Leg., R.S., Ch. 1213 (H.B. 1886), Sec. 14, eff. September 1, 2007. Sec. 2254.0031. INDEMNIFICATION. A state governmental entity may require a contractor selected under this subchapter to indemnify or hold harmless the state from claims and liabilities resulting from the negligent acts or omissions of the contractor or persons employed by the contractor. A state governmental entity may not require a contractor to indemnify or hold harmless the state for claims or liabilities resulting from the negligent acts or omissions of the state governmental entity or its employees. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 1.37, eff. Sept. 1, 2 1999. Sec. 2254.004. CONTRACT FOR PROFESSIONAL SERVICES OF ARCHITECT, ENGINEER, OR SURVEYOR. (a) In procuring architectural, engineering, or land surveying services, a governmental entity shall: (1) first select the most highly qualified provider of those services on the basis of demonstrated competence and qualifications; and (2) then attempt to negotiate with that provider a contract at a fair and reasonable price. (b) If a satisfactory contract cannot be negotiated with the most highly qualified provider of architectural, engineering, or land surveying services, the entity shall: (1) formally end negotiations with that provider; (2) select the next most highly qualified provider; and (3) attempt to negotiate a contract with that provider at a fair and reasonable price. (c) The entity shall continue the process described in Subsection (b) to select and negotiate with providers until a contract is entered into. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 119, Sec. 1, eff. Sept. 1, 1997. Sec. 2254.005. VOID CONTRACT. A contract entered into or an arrangement made in violation of this subchapter is void as against public policy. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.006. CONTRACT NOTIFICATION. A state agency, including an institution of higher education as defined by Section 61.003, Education Code, shall provide written notice to the Legislative Budget Board of a contract for professional services, other than a contract for physician or optometric services, if the amount of the contract, including an amendment, modification, 3 renewal, or extension of the contract, exceeds $14,000. The notice must be on a form prescribed by the Legislative Budget Board and filed not later than the 10th day after the date the agency enters into the'contract. Added by Acts 1999, 76th Leg., ch. 281, Sec. 13, eff. Sept. 1, 1999. Sec. 2254.007. DECLARATORY OR INJUNCTIVE RELIEF. (a) This subchapter may be enforced through an action for declaratory or injunctive relief filed not later than the 10th day after the date a contract is awarded. (b) This section does not apply to the enforcement of a contract entered into by a state agency as that term is defined by Section 2151.002. In this subsection, "state agency" includes the Texas Building and Procurement Commission. Added by Acts 2007, 80th Leg., R.S., Ch. 1213 (H.B. 1886), Sec. 13, eff. September 1, 2007. SUBCHAPTER B. CONSULTING SERVICES Sec. 2254.021. DEFINITIONS. In this subchapter: (1) "Consulting service" means the service of studying or advising a state agency under a contract that does not involve the traditional relationship of employer and employee. (2) "Major consulting services contract" means a consulting services contract for which it is reasonably foreseeable that the value of the contract will exceed $15,000, or $25,000 for an institution of higher education other than a public junior college. (3) "Consultant" means a person that provides or proposes to provide a consulting service. The term includes a political subdivision but does not include the federal government, a state agency, or a state governmental entity. (4) "Political subdivision" means: (A) a county; (B) an incorporated or unincorporated municipality; (C) a public junior college; 4 (D) a public school district or other educational or rehabilitative district; (E) a metropolitan or regional transit authority; (F) an airport authority; (G) a river authority or compact; (H) a regional planning commission, a council of governments, or a similar regional planning agency created under Chapter 391, Local Government Code; (I) the Edwards Aquifer Authority or a district governed by Title 4, Water Code; (J) a soil and water conservation district; (K) a county or municipal improvement district; (L) a county road or road utility district; (M) a county housing authority; (N) an emergency services or communications district; (0) a fire prevention district; (P) a public health or hospital authority or district; (Q) a mosquito control district; (R) a special waste district; (S) a rural rail transportation district; or (T) any other local government or special district of this state. (5) "State agency" has the meaning assigned by Section 2151.002. (6) "State governmental entity" means a state department, commission, board, office, institution, facility, or other agency the jurisdiction of which is not limited to a geographical portion of the state. The term includes a university system and an institution of higher education, other than a public junior college, as defined by Section 61.003, Education Code. The term does not include a political subdivision. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1995, 74th Leg., ch. 76, Sec. 5.44(a), eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 165, Sec. 17.19(11), eff. Sept. 1, 5 1997; Acts 1997, 75th Leg., ch. 1035, Sec. 3, eff. June 19, 1997; Acts 2003, 78th Leg., ch. 1266, Sec. 1.02, eff. June 20, 2003. Sec. 2254.022. INTERPRETATION OF SUBCHAPTER. (a) This subchapter shall be interpreted to ensure: (1) the greatest and fairest competition in the selection by state agencies of consultants; and (2) the giving of notice to all potential consultants of the need for and opportunity to provide consulting services. (b) This subchapter does not: (1) discourage state agencies from using consultants if the agencies reasonably foresee that the use of consultants will produce a more efficient and less costly operation or project; (2) prohibit the making of a sole -source contract for consulting services if a proposal is not received from a competent, knowledgeable, and qualified consultant at a reasonable fee, after compliance with this subchapter; or (3) require or prohibit the use of competitive bidding procedures to purchase consulting services. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 4, eff. June 19, 1997. Sec. 2254.023. APPLICABILITY OF SUBCHAPTER. This subchapter applies to consulting services that a state agency acquires with money: (1) appropriated by the legislature; (2) derived from the exercise of the statutory duties of a state agency; or (3) received from the federal government, unless a federal law or regulation conflicts with the application of this subchapter. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.024. EXEMPTIONS. (a) This subchapter does not apply to or discourage the use of consulting services provided by: (1) practitioners of professional services described 6 in Subchapter A; (2) private legal counsel; (3) investment counselors; (4) actuaries; (5) medical or dental services providers; or (6) other consultants whose services are determined by the governing board of a retirement system trust fund to be necessary for the governing board to perform its constitutional fiduciary duties, except that the governing board shall comply with Section 2254.030. (b) If the governor and comptroller consider it more advantageous to the state to procure a particular consulting service under the procedures of Chapters 2155-2158, instead of under this subchapter, they may make a memorandum of understanding to that effect and each adopt the memorandum by rule. Procurement of a consulting service described in a memorandum of understanding under this subsection is subject only to Chapters 2155-2158. (c) The comptroller by rule may define circumstances in which a state agency may ,procure, without complying with this subchapter, certain consulting services that will cost less than a minimum amount established by the comptroller. The comptroller must determine that noncompliance in those circumstances is more cost-effective for the state. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 165, Sec. 17.19(1), eff. Sept. 1, 1997. Amended by: Acts 2007, 80th Leg., R.S., Ch. 937 (H.B. 3560), Sec. 3.14, eff. September 1, 2007. Sec. 2254.025. EMERGENCY WAIVER. (a) The governor, after receipt of a request complying with this section, may grant a limited waiver of the provisions of this subchapter for a state agency that requires consulting services before compliance with this subchapter can be completed because of an unforeseen emergency. (b) A state agency's request for a waiver must include 7 information required by the governor, including: (1) information about the nature of the emergency; (2) the reason that the state agency did not foresee the emergency; (3) the name of the consultant with whom the agency intends to contract; and (4) the amount of the intended contract. (c) As soon as possible after the governor grants a limited waiver, a state agency shall comply with this subchapter to the extent that the requirements of this subchapter are not superfluous or ineffective because of the waiver. The agency shall include with information filed with the secretary of state for publication in the Texas Register a detailed description of the emergency on which the request for waiver was predicated. (d) The governor shall adopt rules to administer this section. (e) In this section, "unforeseen emergency" means a situation that suddenly and unexpectedly causes a state agency to need the services of a consultant. The term includes the issuance of a court order, an actual or imminent natural disaster, and new state or federal legislation. An emergency is not unforeseen if a state agency was negligent in foreseeing the occurrence of the emergency. (f) This section applies to all consulting services contracts and renewals, amendments, and extensions of consulting services contracts. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 5, eff. June 19, 1997. Sec. 2254.026. CONTRACT WITH CONSULTANT. A state agency may contract with a consultant only if: (1) there is a substantial need for the consulting services; and (2) the agency cannot adequately perform the services with its own personnel or obtain the consulting services through a contract with a state governmental entity. 8 Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 6, eff. June 19, 1997. Sec. 2254.027. SELECTION OF CONSULTANT. In selecting a consultant, a state agency shall: (1) base its choice on demonstrated competence, knowledge, and qualifications and on the reasonableness of the proposed fee for the services; and (2) if other considerations are equal, give preference to a consultant whose principal place of business is in the state or who will manage the consulting contract wholly from an office in the state. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 7, eff. June 19, 1997. Sec. 2254.028. NOTICE OF INTENT: MAJOR CONSULTING SERVICES CONTRACT. (a) Before entering into a major consulting services contract, a state agency shall: (1) notify the Legislative Budget Board and the governor's Budget and Planning Office that the agency intends to contract with a consultant; (2) give information to the Legislative Budget Board and the governor's Budget and Planning Office to demonstrate that the agency has complied or will comply with Sections 2254.026 and 2254.027; and (3) obtain a finding of fact from the governor's Budget and Planning Office that the consulting services are necessary. (b) A major consulting services contract that a state agency enters into without first obtaining the finding required by Subsection (a)(3) is void. (c) Subsection (a) does not apply to a major consulting services contract to be entered into by an institution of higher education other than a public junior college if the institution includes in the invitation published under Section 2254.029 a finding by the chief executive officer of the institution that the 9 consulting services are necessary and an explanation of that finding. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 8, eff. June 19, 1997; Acts 2003, 78th Leg., ch. 1266, Sec. 1.03, eff. June 20, 2003. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1049 (S.B. 5), Sec. 6.10, eff. June 17, 2011. Sec. 2254.029. PUBLICATION IN TEXAS REGISTER BEFORE ENTERING INTO MAJOR CONSULTING SERVICES CONTRACT. (a) Not later than the 30th day before the date it enters into a major consulting services contract, a state agency shall file with the secretary of state for publication in the Texas Register: (1) an invitation for consultants to provide offers of consulting services; (2) the name of the individual who should be contacted by a consultant that intends to make an offer; (3) the closing date for the receipt of offers; and (4) the procedure by which the state agency will award the contract. (b) If the consulting services sought by a state agency relate to services previously provided by a consultant, the agency shall disclose that fact in the invitation required by Subsection (a). If the state agency intends to award the contract for the consulting services to a consultant that previously provided the services, unless a better offer is received, the agency shall disclose its intention in the invitation required by Subsection (a). Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 9, eff. June 19, 1997. Sec. 2254.030. PUBLICATION IN TEXAS REGISTER AFTER ENTERING INTO MAJOR CONSULTING SERVICES CONTRACT. Not later than the 20th day after the date of entering into a major consulting services 10 contract, the contracting state agency shall file with the secretary of state for publication in the Texas Register: (1) a description of the activities that the consultant will conduct; (2) the name and business address of the consultant; (3) the total value and the beginning and ending dates of the contract; and (4) the dates on which documents, films, recordings, or reports that the consultant is required to present to the agency are due. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 10, eff. June 19, 1997; Acts 1999, 76th Leg., ch. 1467, Sec. 1.30, eff. Sept. 1, 1999. Sec. 2254.0301. CONTRACT NOTIFICATION. (a) A state agency shall provide written notice to the Legislative Budget Board of a contract for consulting services if the amount of the contract, including an amendment, modification, renewal, or extension of the contract, exceeds $14,000. The notice must be on a form prescribed by the Legislative Budget Board and filed not later than the 10th day after the date the entity enters into the contract. (b) This section does not apply to a university system or institution of higher education. In this subsection, "institution of higher education" and "university system" have the meanings assigned by Section 61.003, Education Code. Added by Acts 1999, 76th Leg., ch. 281, Sec. 14, eff. Sept. 1, 1999. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1049 (S.B. 5), Sec. 6.11, eff. June 17, 2011. Sec. 2254.031. RENEWAL; AMENDMENT; EXTENSION. (a) A state agency that intends to renew a major consulting services contract shall: (1) file with the secretary of state for publication in the Texas Register the information required by Section 2254.030 not later than the 20th day after the date the contract is renewed 11 if the renewal contract is not a major consulting services contract; or (2) comply with Sections 2254.028 and 2254.029 if the renewal contract is a major consulting services contract. (b) A state agency that intends to renew a contract that is not a major consulting services contract shall comply with Sections 2254.028 and 2254.029 if the original contract and the renewal contract have a reasonably foreseeable value totaling more than $15,000, or $25,000 for an institution of higher education other than a public junior college. (c) A state agency that intends to amend or extend a major consulting services contract shall: (1) not later than the 20th day after the date the contract is amended or extended, file the information required by Section 2254.030 with the secretary of state for publication in the Texas Register if the contract after the amendment or extension is not a major consulting services contract; or (2) comply with Sections 2254.028 and 2254.029 if the contract after the amendment or extension is a major consulting services contract. (d) A state agency that intends to amend or extend a contract that is not a major consulting services contract shall comply with Sections 2254.028 and 2254.029 if the original contract and the amendment or extension have a reasonably foreseeable value totaling more than $15,000, or $25,000 for an institution of higher education other than a public junior college. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 11, eff. June 19, 1997; Acts 1999, 76th Leg., ch. 1467, Sec. 1.31, eff. Sept. 1, 1999; Acts 2003, 78th Leg., ch. 1266, Sec. 1.04, eff. June 20, 2003. Sec. 2254.032. CONFLICTS OF INTEREST. (a) An officer or employee of a state agency shall report to the chief executive of the agency, not later than the 10th day after the date on which a private consultant submits an offer to provide consulting services to the agency, any financial interest that: 12 (1) the officer or employee has in the private consultant who submitted the offer; or (2) an individual who is related to the officer or employee within the second degree by consanguinity or affinity, as determined under Chapter 573, has in the private consultant who submitted the offer. (b) This section applies to all consulting services contracts and renewals, amendments, and extensions of consulting services contracts. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.033. RESTRICTION ON FORMER EMPLOYEES OF A STATE AGENCY. (a) An individual who offers to provide consulting services to a state agency and who has been employed by that agency or by another agency at any time during the two years preceding the making of the offer shall disclose in the offer: (1) the nature of the previous employment with the agency or the other agency; (2) the date the employment was terminated; and (3) the annual rate of compensation for the employment at the time of its termination. (b) A state agency that accepts an offer from an individual described in Subsection (a) shall include in the information filed under Section 2254.030 a statement about the individual's previous employment and the nature of the employment. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.034. CONTRACT VOID. (a) A contract entered into in violation of Sections 2254.029 through 2254.031 is void. (b) A contract entered into with a private consultant who did not comply with Section 2254.033 is void. (c) If a contract is void under this section: (1) the comptroller may not draw a warrant or transmit money to satisfy an obligation under the contract; and (2) a state agency may not make any payment under the contract with state or federal money or money held in or outside the state treasury. 13 (d) This section applies to all consulting services contracts, including renewals, amendments, and extensions of consulting services contracts. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1999, 76th Leg., ch. 1467, Sec. 1.32, eff. June 19, 1999. Sec. 2254.035. DIVIDING CONTRACTS. (a) A state agency may not divide a consulting services contract into more than one contract to avoid the requirements of this subchapter. (b) This section applies to all consulting services contracts, including renewals, amendments, and extensions of consulting services contracts. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.036. ARCHIVES. (a) On request, a state agency shall, after the agency's contract with a consultant has ended, supply the Legislative Budget Board and the governor's Budget and Planning Office with copies of all documents, films, recordings, or reports compiled by the consultant under the contract. (b) Copies of all documents, films, recordings, or reports compiled by the consultant shall be filed with the Texas State Library and shall be retained by the library for at least five years. (c) The Texas State Library shall list each document, film, recording, and report given to it under Subsection (b) and shall file the list at the end of each calendar quarter with the secretary of state for publication in the Texas Register. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 12, eff. June 19, 1997. Sec. 2254.037. REPORTS. As part of the biennial budgetary hearing process conducted by the Legislative Budget Board and the governor's Budget and Planning Office, a state agency shall report to the Legislative Budget Board and the governor's Budget and Planning Office on any actions taken in response to the 14 recommendations of any consultant with whom the state agency contracts during the previous biennium. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 1035, Sec. 13, eff. June 19, 1997. Sec. 2254.038. MIXED CONTRACTS. This subchapter applies to a contract that involves both consulting and other services if the primary objective of the contract is the acquisition of consulting services. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2254.039. COMPTROLLER'S RULES. (a) The comptroller shall adopt rules to implement and administer this subchapter. The comptroller's rules may not conflict with or cover a matter on which this subchapter authorizes the governor to adopt rules. (b) The comptroller shall give proposed rules to the governor for review and comment before adopting the rules. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by: Acts 2007, 80th Leg., R.S., Ch. 937 (H.B. 3560), Sec. 3.15, eff. September 1, 2007. Sec. 2254.040. PROCUREMENT BY COMPTROLLER. (a) The comptroller may, on request of a state agency, procure for the agency consulting services that are covered by this subchapter. (b) The comptroller may require reimbursement for the costs it incurs in procuring the services. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1999, 76th Leg., ch. 426, Sec. 16, eff. June 18, 1999. Amended by: Acts 2007, 80th Leg., R.S., Ch. 937 (H.B. 3560), Sec. 1.75, eff. September 1, 2007. Sec. 2254.041. DISTRIBUTION OF CONSULTANT REPORTS. (a) A consulting services contract must include provisions that allow the 15 state agency contracting with the consultant and any other state agency and the legislature, at the contracting state agency's discretion, to distribute the consultant report, if any, and to post the report on the agency's Internet website or the website of a standing committee of the legislature. (b) This section does not affect the application of Chapter 552 to a consultant's report. Added by Acts 2013, 83rd Leg., R.S., Ch. 1151 (S.B. 176), Sec. 1, eff. June 14, 2013. SUBCHAPTER C. CONTINGENT FEE CONTRACT FOR LEGAL SERVICES Sec. 2254.101. DEFINITIONS. In this subchapter: (1) "Contingent fee" means that part of a fee for legal services, under a contingent fee contract, the amount or payment of which is contingent on the outcome of the matter for which the services were obtained. (2) "Contingent fee contract" means a contract for legal services under which the amount or the payment of the fee for the services is contingent in whole or in part on the outcome of the matter for which the services were obtained. (3) "State governmental entity": (A) means the state or a board, commission, department, office, or other agency in the executive branch of state government created under the constitution or a statute of the state, including an institution of higher education as defined by Section 61.003, Education Code; (B) includes the state when a state officer is bringing a parens patriae proceeding in the name of the state; and (C) does not include a state agency or state officer acting as a receiver, special deputy receiver, liquidator, or liquidating agent in connection with the administration of the assets of an insolvent entity under Article 21.28, Insurance Code, or Chapter 36, 66, 96, or 126, Finance Code. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. 16 Sec. 2254.102. APPLICABILITY. (a) This subchapter applies only to a contingent fee contract for legal services entered into by a state governmental entity. (b) The legislature by this subchapter is providing, in accordance with Section 44, Article III, Texas Constitution, for the manner in which and the situations under which a state governmental entity may compensate a public contractor under a contingent fee contract for legal services. (c) This subchapter does not apply to a contract: (1) with a state agency to collect an obligation under Section 2107.003(b), (c), or (c-1); or (2) for legal services entered into by an institution of higher education under Section 153.006, Education Code. (d) This subchapter does not apply to a contract for legal services entered into by the Teacher Retirement System of Texas if the services are paid for from money that is not appropriated from the general revenue fund, including funds of a trust administered by the retirement system. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Amended by Acts 2003, 78th Leg., ch. 1266, Sec. 1.13, eff. June 20, 2003. Amended by: Acts 2005, 79th Leg., Ch. 1359 (S.B. 1691), Sec. 31, eff. September 1, 2005. Acts 2007, 80th Leg., R.S., Ch. 1386 (S.B. 1615), Sec. 3, eff. September 1, 2007. Sec. 2254.103. CONTRACT APPROVAL; SIGNATURE. (a) A state governmental entity that has authority to enter into a contract for legal services in its own name may enter into a contingent fee contract for legal services only if: (1) the governing body of the state governmental entity approves the contract and the approved contract is signed by the presiding officer of the governing body; or (2) for an entity that is not governed by a multimember governing body, the elected or appointed officer who governs the entity approves and signs the contract. 17 (b) The attorney general may enter into a contingent fee contract for legal services in the name of the state in relation to a matter that has been referred to the attorney general under law by another state governmental entity only if the other state governmental entity approves and signs the contract in accordance with Subsection (a). (c) A state governmental entity, including the state, may enter into a contingent fee contract for legal services that is not described by Subsection (a) or (b) only if the governor approves and signs the contract. (d) Before approving the contract, the governing body, elected or appointed officer, or governor, as appropriate, must find that: (1) there is a substantial need for the legal services; (2) the legal services cannot be adequately performed by the attorneys and supporting personnel of the state governmental entity or by the attorneys and supporting personnel of another state governmental entity; and (3) the legal services cannot reasonably be obtained from attorneys in private practice under a contract providing only for the payment of hourly fees, without regard to the outcome of the matter, because of the nature of the matter for which the services will be obtained or because the state governmental entity does not have appropriated funds available to pay the estimated amounts required under a contract providing only for the payment of hourly fees. (e) Before entering into a contingent fee contract for legal services in which the estimated amount that may be recovered exceeds $100,000, a state governmental entity that proposes to enter into the contract in its own name or in the name of the state must also notify the Legislative Budget Board that the entity proposes to enter into the contract, send the board copies of the proposed contract, and send the board information demonstrating that the conditions required by Subsection (d)(3) exist. If the state governmental entity finds under Subsection (d)(3) that the state governmental entity does not have appropriated funds 18 available to pay the estimated amounts required under a contract for the legal services providing only for the payment of hourly fees, the state governmental entity may not enter into the proposed contract in its own name or in the name of the state unless the Legislative Budget Board finds that the state governmental entity's finding with regard to available appropriated funds is correct. (f) A contingent fee contract for legal services that is subject to Subsection (e) and requires a finding by the Legislative Budget Board is void unless the board has made the finding required by Subsection (e). Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.104. TIME AND EXPENSE RECORDS REQUIRED; FINAL STATEMENT. (a) The contract must require that the contracting attorney or law firm keep current and complete written time and expense records that describe in detail the time and money spent each day in performing the contract. (b) The contracting attorney or law firm shall permit the governing body or governing officer of the state governmental entity, the attorney general, and the state auditor each to inspect or obtain copies of the time and expense records at any time on request. (c) On conclusion of the matter for which legal services were obtained, the contracting attorney or law firm shall provide the contracting state governmental entity with a complete written statement that describes the outcome of the matter, states the amount of any recovery, shows the contracting attorney's or law firm's computation of the amount of the contingent fee, and contains the final complete time and expense records required by Subsection (a). The complete written statement required by this subsection is public information under Chapter 552 and may not be withheld from a requestor under that chapter under Section 552.103 or any other exception from required disclosure. (d) This subsection does not apply to the complete written statement required by Subsection (c). All time and expense records required under this section are public information subject to 19 required public disclosure under Chapter 552. Information in the records may be withheld from a member of the public under Section 552.103 only if, in addition to meeting the requirements of Section 552.103, the chief legal officer or employee of the state governmental entity determines that withholding the information is necessary to protect the entity's strategy or position in pending or reasonably anticipated litigation. Information withheld from public disclosure under this subsection shall be segregated from information that is subject to required public disclosure. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.105. CERTAIN GENERAL CONTRACT REQUIREMENTS. The contract must: (1) provide for the method by which the contingent fee is computed; (2) state the differences, if any, in the method by which the contingent fee is computed if the matter is settled, tried, or tried and appealed; (3) state how litigation and other expenses will be paid and, if reimbursement of any expense is contingent on the outcome of the matter or reimbursable from the amount recovered in the matter, state whether the amount recovered for purposes of the contingent fee computation is considered to be the amount obtained before or after expenses are deducted; (4) state that any subcontracted legal or support services performed by a person who is not a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm is an expense subject to reimbursement only in accordance with this subchapter; and (5) state that the amount of the contingent fee and reimbursement of expenses under the contract will be paid and limited in accordance with this subchapter. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.106. CONTRACT REQUIREMENTS: COMPUTATION OF 20 CONTINGENT FEE; REIMBURSEMENT OF EXPENSES. (a) The contract must establish the reasonable hourly rate for work performed by an attorney, law clerk, or paralegal who will perform legal or support services under the contract based on the reasonable and customary rate in the relevant locality for the type of work performed and on the relevant experience, demonstrated ability, and standard hourly billing rate, if any, of the person performing the work. The contract may establish the reasonable hourly rate for one or more persons by name and may establish a rate schedule for work performed by unnamed persons. The highest hourly rate for a named person or under a rate schedule may not exceed $1,000 an hour. This subsection applies to subcontracted work performed by an attorney, law clerk, or paralegal who is not a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm as well as to work performed by a contracting attorney or by a partner, shareholder, or employee of a contracting attorney or law firm. (b) The contract must establish a base fee to be computed as follows. For each attorney, law clerk, or paralegal who is a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm, multiply the number of hours the attorney, law clerk, or paralegal works in providing legal or support services under the contract times the reasonable hourly rate for the work performed by that attorney, law clerk, or paralegal) Add the resulting amounts to obtain the base fee. The computation of the base fee may not include hours or costs attributable to work performed by a person who is not a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm. (c) Subject to Subsection (d), the contingent fee is computed by multiplying the base fee by a multiplier. The contract must establish a reasonable multiplier based on any expected difficulties in performing the contract, the amount of expenses expected to be risked by the contractor, the expected risk of no recovery, and any expected long delay in recovery. The multiplier may not exceed four without prior approval by the legislature. (d) In addition to establishing the method of computing the 21 fee under Subsections (a), (b), and (c), the contract must limit the amount of the contingent fee to a stated percentage of the amount recovered. The contract may state different percentage limitations for different ranges of possible recoveries and different percentage limitations in the event the matter is settled, tried, or tried and appealed. The percentage limitation may not exceed 35 percent without prior approval by the legislature. The contract must state that the amount of the contingent fee will not exceed the lesser of the stated percentage of the amount recovered or the amount computed under Subsections (a), (b), and (c). (e) The contract also may: (1) limit the amount of expenses that may be reimbursed; and (2) provide that the amount or payment of only part of the fee is contingent on the outcome of the matter for which the services were obtained, with the amount and payment of the remainder of the fee payable on a regular hourly rate basis without regard to the outcome of the matter. (f) Except as provided by Section 2254.107, this section does not apply to a contingent fee contract for legal services: (1) in which the expected amount to be recovered and the actual amount recovered do not exceed $100,000; or (2) under which a series of recoveries is contemplated and the amount of each individual recovery is not expected to and does not exceed $100,000. (g) This section applies to a contract described by Subsection (f) for each individual recovery under the contract that actually exceeds $100,000, and the contract must provide for computing the fee in accordance with this section for each individual recovery that actually exceeds $100,000. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.107. MIXED HOURLY AND CONTINGENT FEE CONTRACTS; REIMBURSEMENT FOR SUBCONTRACTED WORK. (a) This section applies only to a contingent fee contract: (1) under which the amount or payment of only part of 22 the fee is contingent on the outcome of the matter for which the services were obtained, with the amount and payment of the remainder of the fee payable on a regular hourly rate basis without regard to the outcome of the matter; or (2) under which reimbursable expenses are incurred for subcontracted legal or support services performed by a person who is not a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm. (b) Sections 2254.106(a) and (e) apply to the contract without regard to the expected or actual amount of recovery under the contract. (c) The limitations prescribed by Section 2254.106 on the amount of the contingent fee apply to the entire amount of the fee under the contingent fee contract, including the part of the fee the amount and payment of which is not contingent on the outcome of the matter. (d) The limitations prescribed by Section 2254.108 on payment of the fee apply only to payment of the contingent portion of the fee. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.108. FEE PAYMENT AND EXPENSE REIMBURSEMENT. (a) Except as provided by Subsection (b), a contingent fee and a reimbursement of an expense under a contract with a state governmental entity is payable only from funds the legislature specifically appropriates to pay the fee or reimburse the expense. An appropriation to pay the fee or reimburse the expense must specifically describe the individual contract, or the class of contracts classified by subject matter, on account of which the fee is payable or expense is reimbursable. A general reference to contingent fee contracts for legal services or to contracts subject to this subchapter or a similar general description is not a sufficient description for purposes of this subsection. (b) If the legislature has not specifically appropriated funds for paying the fee or reimbursing the expense, a state governmental entity may pay the fee or reimburse the expense from 23 other available funds only if: (1) the legislature is not in session; and (2) the Legislative Budget Board gives its prior approval for that payment or reimbursement under Section 69, Article XVI, Texas Constitution, after examining the statement required under Section 2254.104(c) and determining that the requested payment and the contract under which payment is requested meet all the requirements of this subchapter. (c) A payment or reimbursement under the contract may not be made until: (1) final and unappealable arrangements have been made for depositing all recovered funds to the credit of the appropriate fund or account in the state treasury; and (2) the state governmental entity and the state auditor have received from the contracting attorney or law firm the statement required under Section 2254.104(c). (d) Litigation and other expenses payable under the contract, including expenses attributable to attorney, paralegal, accountant, expert, or other professional work performed by a person who is not a contracting attorney or a partner, shareholder, or employee of a contracting attorney or law firm, may be reimbursed only if the state governmental entity and the state auditor determine that the expenses were reasonable, proper, necessary, actually incurred on behalf of the state governmental entity, and paid for by the contracting attorney or law firm. The contingent fee may not be paid until the state auditor has reviewed the relevant time and expense records and verified that the hours of work on which the fee computation is based were actually worked in performing reasonable and necessary services for the state governmental entity under the contract. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. Sec. 2254.109. EFFECT ON OTHER LAW. (a) This subchapter does not limit the right of a state governmental entity to recover fees and expenses from opposing parties under other law. (b) Compliance with this subchapter does not relieve a 24 contracting attorney or law firm of an obligation or responsibility under other law, including under the Texas Disciplinary Rules of Professional Conduct. (c) A state officer, employee, or governing body, including the attorney general, may not waive the requirements of this subchapter or prejudice the interests of the state under this subchapter. This subchapter does not waive the state's sovereign immunity from suit or its immunity from suit in federal court under the Eleventh Amendment to the federal constitution. Added by Acts 1999, 76th Leg., ch. 1499, Sec. 3.03, eff. Sept. 1, 1999. SUBCHAPTER D. OUTSIDE LEGAL SERVICES Sec. 2254.151. DEFINITION. In this subchapter, "state agency" means a department, commission, board, authority, office, or other agency in the executive branch of state government created by the state constitution or a state statute. Added by Acts 2003, 78th Leg., ch. 309, Sec. 7.18, eff. June 18, 2003. Sec. 2254.152. APPLICABILITY. This subchapter does not apply to a contingent fee contract for legal services. Added by Acts 2003, 78th Leg., ch. 309, Sec. 7.18, eff. June 18, 2003. Sec. 2254.153. CONTRACTS FOR LEGAL SERVICES AUTHORIZED. Subject to Section 402.0212, a state agency may contract for outside legal services. Added by Acts 2003, 78th Leg., ch. 309, Sec. 7.18, eff. June 18, 2003. Sec. 2254.154. ATTORNEY GENERAL; COMPETITIVE PROCUREMENT. The attorney general may require state agencies to obtain outside legal services through a competitive procurement process, under conditions prescribed by the attorney general. Added by Acts 2003, 78th Leg., ch. 309, Sec. 7.18, eff. June 18, 25 ATTACHMENT 2 RFQ.for Professional Services related to Bond 2012 and CIP REQUEST FOR QUALIFICATIONS (RFQ) NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS 1. INTRODUCTION The City of Corpus Christi (City) is soliciting Letters of interest (LII) / Request for Qualifications (RFQ) from consultant/consultant teams (Consultant) interested in providing consultant professional services for the projects specified in the Bond Issue 2012 and CIP Proiects. See Exhibit "A" Project Concept, Scope and Estimated Total Budget. The intent of the RFQ is to select a capable consultant or a consultant team (Consultant) to provide engineering services to design projects specified in the Bond Issue 2012 and CIP Projects. 11. REQUEST FOR QUALIFICATIONS GENERAL PROVISIONS Please submit RFQ as follows: A. Consultants must submit two (2) hard copies and one (1) compact disc (CD) in pdf format of the Letters of Interest/Request for Qualifications in the required, format. Proposals must be actually received in the City Secretary's Office, 1st Floor, City Hall, 1201 Leopard Street, Corpus Christi, Texas, 78401, by 2:00 P. M., Thursdav, September 27.2012. No RFQ will be accepted after this date and time. No matter which method of delivery a Consultant chooses (United States mail, courier, hand delivery, or other) to submit their RFQ, it is the Consultant's responsibility to ensure that the RFQ is actually received and time stamped in the City Secretary's Office, 1st Floor, City Hall by the deadline specified. B. Consultants should submit RFQ in a sealed envelope/box marked: "RFQ NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS". RFQ's submitted will become the City's property and will not be retumed. The RFQ will include a Letter of Interest (2 -page maximum length) that provides the following information: 1. Identify the Consultant as the lead design professional and any proposed sub -consultants which will be included on the Project "teams" by category. 2. Identify the names, titles, telephone numbers, and email addresses of individuals who are available to be contacted by the City concerning the RFQ and for additional information. 3. The LOI must be signed by an individual, identified by name and title, whom is authorized to bind the Consultant to a contract. RFQ NO. 2012-03 Page 1 of 6 K %ENGINEERING OATAEIICNANOEWEUAAPIIFO NO 2012.03 BOND ISSUE 2012 AND CIP PRO4ECTS1AF0 DOCUMENTS%2 RFO DOC C. The Participation Rectuirement is 75% local participation and 25% non - local participation. except as noted in Exhibit "A" Project Conceott Scope and Estimated Total Budget. D. The City reserves the right to: 1. Waive any defect, irregularity, or informality in RFQ procedures or in any response to the RFQ. 2. Reject any or all submittals. 3. Cancel any portion or the entire RFQ at any time. 4. Re -issue the RFQ. 5. Extend the proposal submission deadline. E. Questions concerning this RFQ will be in writing only and addressed to: William J. Green, P.E. Department of Engineering Services City of Corpus Christi P. O. Box 9277 Corpus Christi, TX 78469 Written questions may be submitted by email to velmap©cctexas.com. Questions must be received no later than 5:00 p.m. on Friday. September 14.2012. The subject line shall contain "QUESTION(S) RFQ NO. 2012-03". F. Notwithstanding this deadline, questions must be submitted with sufficient time allowed for a reply to reach each Consultant before the RFQ submission deadline. Any information given to one Consultant will be furnished to all Consultants who have indicated an interest as an addendum to this RFQ if the City determines, in its sole discretion, that such information is necessary for Consultants to submit the RFQ or that the lack of such information would be unfairly prejudicial to uninformed Consultants. G. In accordance with Section 252.049 of the Texas Local Govemment Code, Consultant RFQ's will be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the RFQ secret during negotiations. All RFQ's are open for public inspection after the contract is awarded, but trade secrets and confidential information are not open for public inspection. It is specifically provided, however, that each Consultant will identify any information contained in its RFQ which it asserts is either a trade secret or confidential information. This material will be identified conspicuously by marking each page containing this information. In the event such material is not conspicuously identified, then by submitting its RFQ, a Consultant agrees that such material will be considered public information. RFQ NO. 2012-03 Page 2 of 6 KtENGINEERINO OATABXGIA$GEWELMAPIRFO NO 2012.03 BOND ISSUE 2012 AND CIP PROIECTSRFO DOCUMENTED RFO DOC III. EVALUATION AND SELECTION CRITERIA Representatives of the City will be involved in the evaluation and scoring of all proposals. It is the expectation of the Selection Committee that the proposals will be tailored to the detailed specifics outlined in Exhibit "A" Project Concept, Scope and Estimated Total Budget. The following procedure will be utilized for the selection of the consulting firm: Step 1 Responsiveness to the RFQ, clarity and brevity of the LOI/RFQ. The City will verify that the Consultant has complied with the provisions specified in this RFQ; has completed the RFQ in the required format of Exhibit "D" Response Format; and has submitted the mandatory requirements information. Step 2 From those remaining after Step 1, the City will review the written RFQ responses to determine the most highly qualified providers based on demonstrated competence and qualifications in projects of similar size and scope. Step 2 will involve evaluating the RFQ responses according to the following criteria which are listed here with percentages of total score for each: A. Experience of the Prime Firm (Maximum of 15 points) Discuss the experience and qualifications of the prime firm in providing the services on projects similar in size and scope to the projects outlined in the RFQ and provide: 1. Description of the project including size and scope 2. Role of the firm 3. Project start and completion dates, planned and actual 4. Project Owner 5. Reference information for each project that includes: Name, phone number and e-mail address of Reference 6. Initial project budget and final completion costs B. Experience of Sub -consultants (Maximum of 10 points) Discuss the experience and qualifications of the sub -consultant firm(s) in providing the services on projects similar in size and scope to the projects outlined in the RFQ and provide: 1. Description of the project including size and scope 2. Role of the firm 3. Project start and completion dates, planned and actual 4. Project Owner 5. Reference information for each project that includes: Name, phone number and e-mail address of Reference 6. Initial project budget and final completion costs RFQ NO. 2012-03 Page 3 of 6 KIENG NEERLNG QATAEXCNN GEWELJMAP1RFG NO 201243 BONO ISSUE 2012 AND CIP PROJECTSWFO DOCL@IENT812 RFO COC C. Experience and Qualifications of Key Personnel (Maximum of 15 points) Discuss the experience and qualifications of the specific project team members in providing the services outlined in this RFQ (particularly the Project Manager, and the managers of the key disciplines). Describe your approach to overall team formation and coordination of team members. For each key person identified, list their length of time with the firm and provide lists of projects that demonstrate experience in providing the types of services for projects of the same size and scope as outlined in this RFQ. If a project selected for a key person is the same as one selected for the firm, provide just the project name and the role of the key person. For other projects provide the following: 1. Description of the project 2. Role of the person 3. Project start and completion dates 4. Project Owner 5. Reference information for each project that includes: Name, phone number and e-mail address of Reference 6. Initial project budget and final completion costs D. Local and Historically Underutilized Business Participation (Maximum of 10 points) A maximum of five percentage (5%) points for Local Business Enterprises (LBEs) are available based on the proposed percentage of the work that will be accomplished by local (reside within the Corpus Christi MSA) employees. Prime contractors who subcontract with LBEs can receive points proportional to amount of work performed by those LBEs (Le. 75% to LBEs = 3.75 points). A maximum of five percentage (5%) points for companies designated as Historically Underutilized Businesses (HUBs). Prime contractors who subcontract with HUBs can receive points proportional to amount of work performed by those HUBs (i.e. 50% to HUBs = 2.5 points). E. Project ApproachlManagement Plan (Maximum 50 points) • Describe your firm's project management approach and team organization for the provision of the services outlined in this RFQ. • Describe your firm's plan for accomplishing the scope of services for this project and provide a proposed timeline. • Detail the current capacity of key team individuals and the firm's capabilities to complete the services outlined herein. • Briefly describe the firm's experience on quality control, dispute resolution, and safety management. RFQ NO. 2012-03 Page 4 of 6 KIEN01NEERINO DATAEXCW $GEWELMAP RFO NO 201243 BOND ISSUE 2012 mo CIP PROJECTSIRFO DOCUMENT812 RFD, DOC Based on the evaluation of the written responses to the RFQ, the City will select a Consultant or Consultant Team or elect to invite the top ranked firms for further evaluation through an interview process. If the City does not elect to conduct interviews, the City will then proceed directly to Step 3. Based on the evaluation of the written responses to the RFQ, the City may retain a number of the highest-rated Consultants for further considerations during interviews. The chosen Consultants will be notified of the specific time and place for interviews; however, at this point the interviews are tentatively scheduled as shown on Exhibit "F" RFQ Schedule. If the interview portion of this process is utilized. the Consultants will be evaluated according to the following criteria: 751100 A. 151100 B. 101100 C. 100% RFQ response. Consultant's score from the Step 2 (Evaluation Criteria A -D) will be weighted, carried forward and considered as part of the overall evaluation. Presentation. Consultant's presentation during the interview, including an explanation of its approach to completing the project. Question and Answer. Consultant's performance during the question and answer portion of the interview. Based on this step evaluation of the responses to the RFQ, the City will make a recommendation of a Consultant or Consultant Team to the City Manager or designee, and obtain authorization to negotiate a contract. Equally Qualified. In those cases where different Consultants are deemed to be "equally" qualified, based on an evaluation of criteria A -D, the City Manager or designee will make the determination. Step 3 In Step 3, the City will attempt to negotiate a contract for services with the most highly qualified provider as determined in Steps 1 and 2. Once the Department of Engineering Services has received approval and is authorized to negotiate a contract, and if those negotiations are successfully concluded and the contract is signed by the Consultant, it will be submitted to the City Manager or designee with a recommendation to award the contract. If the City Manager or designee approves this recommendation, the contract will then be submitted to the City Council for consideration. The City intends to execute an Engineering Services contract with the Consultant deemed to be the most highly qualified provider of the required services, based on demonstrated competence and qualifications. The City will negotiate a contract for services at a fair and reasonable price. RFQ NO. 2012-03 Page 6 of 6 KIENGINEERING DATAEXCHANGEWELMAPIRFO 140.2012 BOND ISSUE 2012 ANO CIP PROJECTBIRFO DOCUMENT812 RF01.00C Consultant fee information should not be submitted with the RFQ. The City will not be bound under any contract until the City Council authorizes the City Manager or designee to sign the contract and that individual actually signs the contract. An RFQ schedule is attached as Exhibit "F" RFQ Schedule. Daniel Biles, P. E,. Director of Engineering Services Exhibits: A. Project Concept, Scope and Estimated Total Budget B. Project Listing C. Mandatory Requirements D. Response Format E General Questionnaire F. RFQ Schedule K'ENGINEER'NODATAEXCrrAN EM:tt.tsPRFQNO OONoIS RFQ NO. 2012-03 Page 6 of 6 UF.:7".; xP:f) CIP PROIECTS•Itf f] OOCUMENT5;: FJ` 1.:l.; EXHIBIT "A" RFQ NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS PROJECT CONCEPT. SCOPE. AND ESTIMATED TOTAL BUDGET A. BOND ISSUE 2012 PROJECTS PROPOSITION ONE: STREET PROJECTS, 1. Navigation Boulevard from Up River Road to Leopard Street (E12090) protect Description This project includes full -depth repair and capacity expansion of the existing four lane roadway to a five lane roadway (four travel lanes and continuous center left turn lane) to conform to the A-1 Arterial designation of the current Urban Transportation Master Plan (UTMP). A wider paved shoulder will be provided as a bike route. Improvements will include curb and gutter, sidewalks, ADA curb ramps, and pavement markings. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/Integrated Community Sustainability Pian (ICSP). Prosect Budget Current - $7,100,000 2. South Alameda Street from Ayers Street to Louisiana Avenue (E12091 ) Prosect Description This project includes full -depth repair of the existing roadway section, which varies between a four lane A-2 Arterial roadway which has four travel lanes and dividing median (in the Six Points Area) and an A-1 section (four travel lanes and continuous center left tum lane) for the remaining portion to conform to the A-1 Arterial designation of the current UTMP. Other street improvements include sidewalks. ADA ramps, curb and gutters, bus stop rehabilitation and pavement markings and bike lane. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Proiect Budget Current - $5,100,000 3. Greenwood Drive from Gallihar Road to Home Road (E12092) Protect Descrintion! This project includes full -depth repair and widening the existing five lane roadway (four travel lanes and continuous center left tum lane). The existing travel lanes will be widened and reconstructed to meet the requirements of the UTMP A-1 Arterial designation. Other street improvements include curb and gutter, wide sidewalks, ADA curb ramps, lane striping and pavement markings, and bus stop rehabilitation. Project Budge* Current - $3,800,000 EXHIBIT "A" Page 1 of 15 KIENOINEERINOOATAEXCHAN0E VELWPIRFO NO. 2012.03 BONO ISSUE 2012 AND CP PROJECTORFO 000UMENT813 EXHIBIT APROJECT CONCEPT. SCOPE. BUCOET.00C PROPOSITION ONE: STREET PROJECTS (continued) 4. Ocean Drive from Buford Street to Louisiana Avenue (E12093) protect Description This project includes full -depth repair and implements the Road Diet concept by narrowing the existing six lane roadway to a four lane roadway with divided median and bike lanes as prescribed by the Integrated Community Sustainability Plan (ICSP). Other street improvements include traffic signal improvements, curb and gutter. sidewalks, ADA curb ramps, lane striping and pavement markings, as well as side -slope stability repairs to the adiacent roadway shoulder. Prosect Budaet Current - $8,200,000 5. Tuloso Road from IH 37 to Leopard Street (E12094) Prosect Description This project includes full -depth repair and widening the existing two lane rural roadway to three lane roadway with two travel lanes and a continuous left tum lane. The proposed cross section meets the requirements of a C- 2 Collector, and is proposed in lieu of the A-2 Arterial designated in the current UTMP. A wider paved shoulder will be provided as a bike route. Other improvements Include curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Pian of the UTMP!lntegrated Community Sustainability Pian (ICSP). Prosect Budget Current - $3,200,000 6. South Staples Street from Brawner Parkway to Kostoryz Road (E12095) prosect Description This project includes full -depth repair of the existing five lane roadway with four travel lanes and continuous center left tum lane which is consistent with the A-1 Arterial designation in the UTMP. Other improvements include curb and gutter, wide sidewalks, ADA curb ramps, lane striping and pavement markings and bus stop rehabilitation. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Project Budget Current - $6,100,000 7. South Staples Street from Morgan Avenue to IH 37 (E12096) Protect Description This project includes full -depth repair of the existing four lane roadway. Other improvements may include adjustments to accommodate recently improved curb and gutter, sidewalks. ADA curb ramps, as well as improvements to lane striping and pavement markings and bus stop rehabilitation, which is consistent with the UTMP. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Protect Budget Current - 59,400,000 KIENOINEERINO DATAEXCNANOEWELMAP RP0 NO. 201243 BOND ISSUE 2012 ANO CIP PROJECTSIRRO OOCUMENTS13 EXNIBIT A PR • JECT CONCEPT. SCOPE. BUDGET 00C PROPOSITION ONE: STREET PROJECTS (continued) 8. McArdle Road from Nile Drive to Ennis Joslin Road (E12097) proiect DescrIntiort This project includes the reconstruction and widening of the existing unimproved two lane roadway to three lane roadway with two travel lanes and a continuous left tum lane and bike lanes as prescribed by the Integrated Community Sustainability Pian. Public safety improvements include sidewalk, curb and gutter, ADA curb ramps, lane striping and pavement markings, and accommodate recent improvement to area bus stops. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Protect Budget Current - $5,500,000 9. McArdle Road from Whitaker Drive to Nile Drive (E12098) Protect Description This project includes a combination of full -depth repair and resurfacing the existing four lane roadway (C-3 collector) and widening the existing travel lanes to conform to the C-3 Collector designation on the current UTMP. Public safety improvements include sidewalk, curb and gutter, ADA curb ramps, lane striping and pavement markings, and bus stop rehabilitation. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMPIiCSP. Prolect Budget Current - $5,200,000 10. Kostoryz Road from Brawner Parkway to Staples Street (E12099) Protect Description This project includes full -depth repair and capacity expansion of the existing four lane roadway to a five lane roadway (four travel lanes and center median) as a A-1 (modified section). The UTMP designates this street as an A-1 Arterial. However, staff recommends that the UTMP be amended to designate this street as a A-1 (mod). Improvements will include curb and gutter, bike lane, sidewalks, ADA curb ramps, and pavement markings. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Protect Budget Current - $5,900,000 11. Horne Road from Ayers Street to Port Avenue (E12100) Prosect Description This project includes full depth repair and widening the existing four -lane roadway with continuous left tum lane to meet the lane width requirements prescribed by the UTMP. Improvements will include curb and gutter, wide sidewalks, ADA curb ramps. and pavement markings. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Pian of the UTMP/ICSP. Protect Budget Current - $1,600,000 1 EXHIBIT "A" Page 3 of 16 k1ENGINEERING DATAEXCHANGE VSLMAPIRFO NO 2012.03 BOND ISSUE 2012 AND CIP PROJECT81RP0 DOCUMENTSI3 EXN*BIT A PROTECT CONCEPT. SCOPE. BUDOET.DOC PROPOSITION ONE: STREET PROJECTS (continued) 12. Morgan Avenue from Staples Street to Crosstown Freeway (E12101 Proiect Description This project includes reconstruction of the existing four lane (C-3 Collector) roadway. The existing right of way does not comply with the right of way as indicated on the UTMP for this roadway section, but right of way expansion is not recommended at this time. Improvements will include curb and gutter, sidewalks, ADA curb ramps, pavement markings, and bus stop rehabilitation. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMPfCSP. Protect Budaet Current - $4,100,000 13. Twigg Street from Shoreline Boulevard to Lower Broadway (E12102) Protect Description This project includes full -depth repair of the existing two lane one way collector street. The UTMP designates this roadway as an A-2 Arterial, but is constructed as one half of a C-3 Collector. However, staff recommends that the UTMP be amended to designate this street as a C- 3 Collector with two travel lanes in a one way direction to the east. Other improvements include sidewalks. curb and gutter, pavement markings, landscaping and area beautification. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Protect Budget Current - $2,500,000 14. Leopard Street from Crosstown Freeway to Palm Drive (E12103 Protect Description This project includes full -depth repair of the existing four lane roadway with partial center left tum lane. The existing right of way does not comply with the A-1 Arterial designation as indicated on the UTMP for this roadway section, but right of way expansion is not recommended at this time. Improvements will include curb and gutter, wide sidewalks, ADA curb ramps, pavement markings, and bus stop rehabilitation. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP. Project Budget Current - $4,800,000 15. JFK Causeway Area Improvements (E12107) Protect Description Thls project includes access road improvements on the west and east side of the JFK Memorial Causeway in accordance with the proposed plan for Infrastructure Improvements to the Village. Coordination with the Texas General Land Office and TxDOT wilt be required. Protect Budae% Current - $1,280.000 KiBNOINEERINO OATAEXCIUNOEIVEIJlIIPiRFO NO. 2012.03 BOND ISSUE 2012 AND CIP PROJECTSIRFO DOCUMENTSI EXHIBIT A PROJECT CONCEPT. SCOPE. BUDGET DOC PROPOSITION ONE: STREET PROJECTS (continued) 16. ADA Master Plan Improvements Citywide (E12104) Protect Description This project will implement the remaining work outlined in the Americans with Disabilities (ADA) transition plan approved by the City Council (2003) as well as addressing accessible routes including sidewalks and curb ramps which are identified and prioritized In the draft ADA Master Plan as Phase 1. In addition to these priorities, this project will also incorporate curb ramp locations which are identified by individual citizens and prioritized by the Committee for Persons with Disabilities Engineering Sub- committee, by constructing approved curb ramps with a project cost of up to 5100,000 per year. 17. Signal Improvements and Street Lighting City-wide (E12105) Protect Budget; Current - 52,300,000 Project Description! Some arterial and collector intersections are currently signalized and controlled by a span wire signal head system. A span wire system cannot accommodate pedestrian traffic light control due to lack of push button signal operation. Also, these intersections would need to be ADA compliant, new LED signal heads mounted on mast arms, underground conduit, video detection (VIVDS) for signal operation and illuminated street signage. Upgrading these signals along with installing new warranted signals citywide will enhance traffic safety and efficient traffic movement. This project will also upgrade and install additional street lighting in residential areas and along arterial and collector street city-wide. Improvements will principally consists of replacing existing mercury-vapor street lighting with higher -intensity, more efficient high pressure sodium vapor fighting or LED lighting, adding new street lights on residential streets to improve light spacing, adding lights for area beautification, installing new and improved continuous street lighting along selected arterial and collector streets, installing new area fighting as necessary for public safety. NOTE: THE 75% LOCAL PARTICIPATION 25% NON -LOCAL PARTICIPATION REQUIREMENT IS WAIVED FOR THIS PROJECT. Protect Budae* Current - $2,000,000 PROPOSITION TWO: CITY HALL IMPROVEMENTS 1. City HaIIIMIS Data Center -Fire Suppression and Alarm Upgrades (E12087 ) Protect Description This project proposes the removal of the current Raton agent system used for fire suppression In the Management Information System (MIS) data center located in the basement level of the City Hall building. This project proposes the installation of a FM -200 fire suppression system with additional requirements to properly seal -off the data center from the remaining facility. Additional work includes replacement of fire alarm devices and panels throughout the City Hall facility. Protect Budaesi Current - 5550,000 EXHIBIT "A" Page 5 of 15 KiHNCENEERINQ OATAEXCIIANOEIVELMAPIRFO NO. 201243 BONO ISSUE 2012 MD CIA PROJECT$ RFQ COCUMENTSO EXMIBTT A PROJECT CONCEPT. !MOPE. BUDQET.CCC PROPOSITION TWO: CITY HALL IMPROVEMENTS (continued) 2. City Hall Roof Repair & Waterproofing Repairs (Exterior) (E12088) Protect Description This project proposes the replacement of roof to wall flashing contributing to water infiltration into the building. The existing concrete roof tiles are to be salvaged and replaced as needed. Additional metal flashing/coping shall be added to the parapet walls to eliminate future water infiltration. This project will also include salvaging and retrofitting the existing glass/glazing at the curtainwall units Into a modified framing system to eliminate sealant joints expansion, condensation, and water infiltration. A rain water collection system -composite will be included. prosect Budge( Current - $1,200,000 PROPOSITION THREE: SERVICE CENTER COMPLEX IMPROVEMENTS 1. Streets & Solid Waste Administration Building Roof Replacement (E12109) protect Description This project proposes the complete replacement of the existing membrane roof system including, accessories, HVAC equipment supports, HVAC condensate piping, and storm drainage piping and roof drains. protect Budget Current • $300,000 2. Signs/Signal Operations - New Shop and Office Facility (E12110) Protect Description This project proposes a new 20,520 SF facility to accommodate warehouse/garage, offices, common spaces, conference rooms, restrooms. and common break room requirements to accommodate Signs, Signals, Markings and Traffic Engineering personnel. This project includes one (1) overhead crane with a 25 -ton rating. This project also includes demolition of the existing sign shop building which is beyond repair. Protect Budget Current - $2,500,000 3. Animal Control Remodelllmprovements (E12111 protect Description This project proposes renovation of the existing euthanizing building into office/storage/adoption spaces and constructing a new addition (30' x 30') to carry -out the euthanizing operation. This project will include a new incinerator system, freezers, and emergency generator. Protect Budget Current - $1,150,000 4. Fleet Maintenance Heavy Equipment Shop Roof (E12113) Protect Description This project proposes the complete replacement of metal roof panels and insulation system to eliminate water teaks Into the main shop area. This project also includes modifications and/or replacement of unit heaters and light factures in the shop area as needed. Protect Budget Current - $350,000 EXHIBIT "A" Page 6of15 KIENOINEER010 DATAE CHMWEWELMARRfO NO. 201243 SONO ISSUE 2012 ANC CCP PROJECTSIRFQ 000VMENTS17 EXHI81T A PROJECT CONCEPT. SCOPE BV00ET.000 PROPOSITION THREE: SERVICE CENTER COMPLEX IMPROVEMENTS (continues 5. Streets & Solid Waste Storage Building Structure with Slab (New Facility) (E12114) Protect Description This project proposes the demolition of the existing steel structure and replacement with a new concrete foundation and partially enclosed steel framed roof structure. Additional work includes provisions and/or connections for compressed air, GFI outlets, eyewash/shower station, ice machines. Protect Budget Current - $450,000 PROPOSITION FOUR: PARKS AND RECREATION IMPROVEMENTS 1. Community Park Development and Improvements (E12115) Prosect Description This project will primarily focus on irrigation upgrades and extensions at West Guth, Bill WittlOso Creek, HP Garcia/Salinas, Bluish, and Parker Parks (six of the seven community parks designated in the 2012 Parks, Recreation and Open Space Master Plan to be approved in Summer 2012) as well as, downtown squares La Retama and Artesian Parks. Other improvements in these parks will include specialty use amenities (such as dog parks, skate parks and splash pads), shade structures, landscaping, trails, parking improvements and other items designated for community parks In compliance with the Master Plan. Protect Budget Current - $5,000,000 2. Hike & Bike Trail Development (E12118 prolect Description This project will focus on the design and construction of hike and bike trails throughout the City with emphasis on extending existing traits, providing off road recreational trail experiences and creating connectivity between parks, public spaces and residential areas. Completion of the Schanen Ditch Trail, the Bear Creek/Oso Creek Park Trails and other trail priorities listed in the Parks, Recreation and Open Space and the Community Hike and Bike Trail Master Plans will be considered for this project. This project will bring continuity to a currently disjointed and segmented trail system. Funds may also serve as the cash match for any grant funds identified for increasing the number of hike and bike trails throughout Corpus Christi. Prosect Budget Current - $1,500.000 K{ENOINEERINO DATAEXCNMtoEwEUAAPIRFO NO. 2012.03 BOND ISSUE 2012 AND CIP PRO4ECTS RFO DOCUMENT= EXHIBIT A PROJECT CONCEPT. SCOP BUDGET DOC PROPOSITION FOUR: PARKS AND RECREATION IMPROVEMENTS (continued) 3. Aquatic Facility Upgrades and Improvements (E12117 Project Description Improvements to Aquatic facilities are listed in the top three priorities for development in the Parks, Recreation and Open Space Master Plan. Collier Pool is one of the most utilized public facilities In the park system. Dedicated lap swimmers, open swim participants, learn to swim participants and neighborhood groups patron the pool on a regular basis, maximizing the pool's capacity as well as the city resources used to keep it operational on a year-round basis. According to the citizen surrey conducted by Halff and Associates, West Guth is the second most popular park in Corpus Christi. Following suit, the pool is one of the most popular places for residents in the Northwest to congregate on hot summer day. Updates to these facilities and other neighborhood pools may Include construction of splash pads, wading and zero depth entry pools, extension of lap lanes and swimmer amenities. Project Budget; Current - $3,500,000 4. Tennis Center Repairs and Upgrades (HEBItAI Kruse) (E12118 Prosect Description HEB Tennis: Repairs and Improvements: Stadium structure and viewing deck are o!d and deteriorating and need to be removed, restored or replaced; Courts 1,2,5,6,9,10,13,14,15,16,20,21 have uneven playing surface and need to be replaced with an emphasis on court 13. Al Kruse Tennis: Repairs to the floors and ceiling in the pro shop; New rollers and nets are needed on all courts; All courts are in need of resurfacing and or patching Protect Budaet Current - $3,000,000 5. Ocean Drive Park Improvements (E12119) Protect Description The scope of this project includes: Swantner-Installation of an automatic irrigation system, and repairs to sea wall; and Cole Park -Completion of shoreline stabilization from Bond 2008, and other improvements. protect Budget Current - $3,000,000 PROPOSITION FIVE: MUSEUM AND LIBRARY IMPROVEMENTS 1. Museum Roof Replacement (E12120) protect Description This project proposes the complete replacement of the existing membrane roof system including storm drainage piping and drains. This project also proposes the replacement of the glass/glazing system at the two sides of the children's interactive activity area. A rainwater collection system - composite will be included. Protect Budaet Current - $1,800,000 EXHIBIT "A" Page 8of15 K1ENOINEERINO DATAEXCIWtOE{VELMAPIRFO NO. 201243 BOND ISSUE 2012 AND CIP PROJECTSVIFO DOCUMENTS,* EXHIBIT A PROJECT CONCEPT. SCOPE. BUDOET.DOC PROPOSITION FIVE: MUSEUM AND LIBRARY IMPROVEMENTS, (continued), 2. Central Library Roof Replacement (E12121 Project Description This project proposes the replacement of the roofing system at the low fiat roof and required modifications to the parapet wall base/counter flashing to eliminate water infiltration. Additional work includes repairs to the stucco wall system at the cupola, gutter and downspouts, and attachment clips, failing and/or missing clay roof tiles. A rainwater collection system is also included. Protect Budget Current - $260,000 3. Northwest 8 Garcia Library Roof Replacement (E12122) Protect Description This project proposes the replacement of roof to parapet wall base/counter flashing and expansion joint to eliminate water infiltration. A new storm water collection/roof on/roof drain system will be included. Project Budget Current - $80,000 4. Facilities ADA Improvements: South Texas Art Museum, Barge Dock Parking Lot (E12123) Protect Description This project will include improving ADA accessibility into the Art Museum and American Bank Center through improvements to the accessible route from the Art Museum west parking lot and Barge Dock parking lot. Protect Budget Current - $400,000 PROPOSITION SIX: PUBLIC HEALTH IMPROVEMENTS 1. Health Department East Rear Restroom Repair/WIC Building Roof (E12124) Protect Description This project proposes the replacement of roof flashing located at the low roof of the east rear restroom addition. The base/counter flashing where the high wall meets the parapet wall will be extended to eliminate water infiltration. Additionally, for the WIC building, this project will implement needed replacement/modifications to the integral gutter system and metal roof and wail panels. Protect Budget Current - 5220.000 2. Health Department Building Parking Lot (E12125) protect Description This project proposes the replacement of approximately 60,000 SF of asphalt drives and parking Tots and approximately 10,000 SF of concrete sidewalks throughout the facility. This project also includes modifications to the dumpster area and replacement of 8 Tight poles. Protect Budget Current - $600,000 EXHIBIT "A" Page 9 of 15 KtENOIHEERFNO OATAEXCMW1GE1VELMAP% RFO NO 2012.03 BOND 138110 2012 MOD CCP PROJECTONO DOCUMENTS% E»IIBR A PROJECT CONCEPT. SCOPE. BUDGET DOC PROPOSITION EIGHT: ECONOMIC DEVELOPMENT PROJECTS, 1. SeaTown Pedestrian Improvements (E12134) Protect Description This project is the first phase in implementing recommendations of the Sustainable Communities Building Blocks Waikability Audit conducted in May 2012, which includes recommendations to Port Avenue, Mesquite Street, Brewster Street, and Chaparral Street to improve waikability in this area. Protect Budget Current - $640,000 2. North Beach Area Road Improvements & Area Beautification (E12127) Protect Description This project includes landscaping enhancements as well as roadway surface and pedestrian improvements in the North Beach Area on the following roads: Surfside Blvd, Breakwater Ave, Pearl Ave, North Shoreline Blvd, Bridgeport Ave, Coastal Ave and the medians along the Hwy 181 entrances to North Beach • Prosect Budget Current - $1,100,000 3. North Beach Breakwater, Plaza, North Shoreline Repair and Enhancement (E12129) protect Description! This project includes repair, resurfacing, safety improvements and pedestrian amenities to the sidewalk along the Breakwater Structure; N. Shoreline on -street parking enhancement and pedestrian improvements; and Breakpoint Area Plaza enhancements. prosect Budget Current - $1,750,000 4. County Road 62 Extension (CR 69 to FM 1889) (E12136 Protect Description This project includes extending County Road (CR) 52 from CR 69 to FM 1889. This roadway will be designed as a rural roadway section, matching the existing roadway section CR 69 to US 77. The Street and Storm water portion of the project will be a Nueces County 50150 match. Street Costs indicated represent the City's portion of the Street 50/50 match. Protect Budget Current - $3,800,000 6. International Boulevard (E12137) Protect Description This project includes a combination of full depth pavement repair and resurfacing the existing entrance roadway looping from State Highway 44 through the Corpus Christi International Airport. Protect Budae% Current - 51.500.000 EXHIBIT "A" Page 10 of 15 NK1ENOINEERING DATAEXCHANCERVHLJAAPSRPO NO 2012.03 BOND ISSUE 2012 AND CNP PROJECTORS] DOCUMENTBU EXHIBIT A PROJECT CONCEPT. SCOPE. BUDGET.DOC B. FY 2012-2013 CIP PROJECTS WASTEWATER CIP PROJECTS 1. Greenwood Wastewater Treatment Plant Electrical Improvements to Ultra Violet (UV) System (E10180) Prosect Description This project provides electrical infrastructure improvements that provide power to the UV disinfection system. Anticipated improvements include two new transformers, control panel and associated conduit and wiring. Transformers and controls will be set at an elevation above the FEMA 100 year storm event flood elevation. Work includes the design, and construction of the proposed electrical infrastructure to ensure power remains available for continued disinfection capability required by the Texas Commission on Environmental Quality (TCEQ) Enterococcus Bacterial permit levels can be accomplished In severe weather events. Prolect Rudaet CIP FY 2012-2013 - $0 Future Years - $1,407,200 2. Broadway Wastewater Treatment Plant Collection System Enhancement Program (E12138) prosect Description The Broadway Plant is generally able to treat well within permit requirements; however, during rainy periods, flows have exceeded 75% capacity at which lime planning for expansion is required by the Texas Commission on Environmental Quality (TCEQ) regulations. One alternative to address this problem is by reducing infiltration and inflow (111). Proposed improvements involve identifying 111 problems by installing flow monitors and reducing UI by rehabilitating collection lines, and lining or reconstructing manholes with fiberglass. This is a yearly project which will continue working on additional lines in this basin to the extent funding allows. Prolect Budgets CIP FY 2012-2013 - $0 Future Years - $2.600.000 3. Support of Downtown Redevelopment Projects (Wastewater Line and Manhole Replacement) (E12139) Protect Description This project is programmed to support redevelopment in the Downtown area. As major project initiatives (such as Destination Bayfront) In and near the downtown area materialize, it is anticipated that additional downtown redevelopment will occur resulting in project opportunities that will require Wastewater collection system infrastructure upgrades. This project will provide the funding source to complete the identified wastewater utility components as necessary and as funding allows. Prolect Budaet CIP FY2012-2013 - $200,000 Future Years - $650,000 EXHIBIT "A" Page 11 of 15 KtENOINEERINGOAT O NO. 201243 BONO ISSUE 2012 N40 Cls PROJECTS RFO DOCUIiENTSIS OMIT A PROJECT CONCEPT. scope. BUDGET DOC WASTEWATER CIP PROJECTS (continued) 4. Whitecap Wastewater Treatment Plant Odor Control (E10053) Protect Description The Whitecap Wastewater Treatment Plant provides wastewater treatment service for the City's customers located on Padre Island. The original plant was a 0.5 million gallons per day (MGD) capacity plant that has been expanded over the years to 2.5 MGD capacity due to growth on the island. The existing odor control unit has exceeded its useful life cycle and rehabilitation is now required. Also, the existing unit emptoys chemicals for treatment and new modem odor control units are biological. Odor control improvements will therefore eliminate the use of hazardous chemicals by replacement of the existing unit. Design will begin in Year2, Construction will be completed in Year 3 pending receipt of available funding. protect Budget CIP FY 2012-2013 - $0 Future Years - $1,500,000 5. Allison Wastewater Treatment Plant Process Piping Replacement Odor Control Replacement ( E10045) Protect Description Process piping at the Allison Wastewater Treatment Plant transfers liquid wastewater in the treatment stream is reaching its lifecycle service and requires replacement. Process pipe infrastructure (cast iron) has been in service for over thirty years ago and deterioration by corrosion is adversely affecting the treatment process. Replacement is necessary to assure proper operations and the integrity of the system. Design in scheduled in Fiscal Years '13 and '14 and construction will follow in Fiscal Years '15 and '18. Protect Budget CIP FY 2012-2013 - 00 Future Years - $1,940,000 6. Citywide Wastewater Lift Station Alternate Power Supply (74271 protect Description Electrical power supply is critical for the operation of the City's Wastewater Lift Stations. The Texas Commission on Environmental Quality guidelines requires redundant power sources to avoid overflows during power outages. Currently the City's lift stations rely on single feed power supplied by the local utilities. This project provides the design construction for emergency back-up generators, with initial focus on the Williams Lift Station. Protect Budget CIP FY 2012-2013 - 00 Future Years - $6,245,000 7. Allison Wastewater Treatment Plant Influent Lift Station Equipment and Electrical Replacement (E10043) Protect Description The Allison Wastewater Treatment Plant influent lift station pumps and pump controls require replacement as they come to the end of their useful service life. Associated influent tilt station electrical equipment will also require replacement. Design is scheduled for Fiscal Year 2014 with Construction to follow in Fiscal Year 2015 pending available funding. Protect Budget CIP FY 2012-2013 - $0 Future Years - $3,300,000 EXHIBIT "A" Page 12 of 15 KIEI GINEERINO OATAEECNN DEWELSVPiRFO N0.2012-05 BOND ISSUE 2012 ANO CCP PROJECTSVIFO DOCUMENTS* EXHIBIT A PROJECT CONCEPT. SCOPE, NOWT DOC WATER CIP PROJECTS 1. Programmed Water Line Service Life Extension (8610) Protect Description This project provides for a strategic lifecycle program development and cost benefit analysis for the City's approximate 1,368 miles of distribution lines. The project will identify and prioritize capital improvement projects (CIP) in a phased approach to extend the service life of the lines while enhancing monitoring capability and water quality. Additional benefits will include increased distribution reliability with reduced service outages, and reduced operational costs. A major priority of the lifecycle improvements will maximize CIP investments increasing capacity of the system and deferring unnecessary major upgrades to pump stations and plants. Some work will be completed using in-house forces to save an costs where applicable. Protect Budae* CIP FY2012-2013 - $725.000 Future Years - $5,000.000 2. Wesley Seale Dam instrumentation Testing and Rehabilitation (8663 Prosect Description The original piezometers were installed in the late 1990's to ensure the security of the dam and measure differential lateral movement of the dam. This project provides for improvements to the dewatering system and valve replacement in response to previous inspection and priority investment recommendations into the system. This project is required to protect the integrity of the Wesley Seale Dam system. Construction will continue into and be completed in year four. ) Protect Budget CIP FY 2012-2013 - $0 Future Years - 55,400.000 3. Booster Pump Station — SH 361 (E12140 ) prosect Description! This project will improve potable water supply to Mustang Island and proposes to construct a booster pump station along State Highway 361 to improve water pressure delivered at the Nueces County Water Control and Improvement District 4 In Port Aransas. This project will also assess the need to construct a chlorine booster pump to improve chlorine residual levels and provide for design and construction of associated improvements as required. 4. Altemative Capacity Power Generation (E12141 ) Project Budaet CIP FY20122013-$0 Future Years - $5,000,000 Prolect Description This project will assess the need for back-up power at critical water distribution pumping facilities and provide for design and construction of these improvements. Protect Budget CIP FY 2012-2013 - TED Future Years — TBD EXHIBIT "A" Page 13 of 15 Kt5NGGNEERINO DATAEXCFWIGEWEIMAPWFO NO. 20%243 BOND ISSUE 2012 AND CIP PROJECTBYtFO OOCUMENTSI3 EXIUBfT A PROJECT CONCEPT. SCOPE. BUDGET DOC STORM WATER CIP PROJECTS 1. Lifecycle Curb and Gutter Replacement (E12143) Prolect Description This is an ongoing project where damaged, rolled and failed curb and gutter is removed and replaced along with associated pavement repair throughout the City. In addition to improving drainage, areas considered hazardous to vehicular or pedestrian traffic will receive priority. This project will address problematic areas on a yearly basis as funding allows. Curb replacements shall be designed to exceed a 20 -year service life. Protect Budge; CIP FY2012-2013 - $600,000 Future Year; - $1,200,000 2. Turtle CovelJesterlMatlock Area Drainage Improvement Project (E12144) Protect Description This project will consist of a new underground drainage system and other drainage improvements to the northern area of Four Bluff for the area bounded by Flour Bluff Drive, Matlock, Military Drive. Jester Drive, NAS Drive, and the undeveloped properties along the southern NAS fence line. The existing roadside ditches along Jester and Matlock and outfall structures are inadequate to convey the storm water runoff from routine rain events. The project will be implemented in a phased design and construction approach. The first phase of design has been completed and construction will begin early this fiscal year. Prosect Budoet CIP FY2012-2013 • $500,000 Future Years - $500.000 3. Major DutfaII Assessment and Repairs (E12145) Prolect Description There are eight major storm water outfalls and more than 100 other outfalls that allow runoff to drain into Corpus Christi Bay. In 2003, 13.5 miles of these outfall structures were inspected and Improvements and repairs were made to four outfalls. (Alta Vista, Kinney Street, Power Street and Louisiana) The purpose of this current project is to provide an updated assessment, which may include the Brawner/Proctorand Gollihar outfalls and other outfalls, pending results of the initial assessment, and providing recommendations for repairs, improvements, and rehabilitation as necessary. Improvements will be implemented as funding allows. Prolect Budget CIP FY 2012-2013 — 300,000 Future Years - $1,300,000 4. Lifecycle Pipe Rehabilitation and Replacement (E12146) Prolect Descrlotion The purpose of this project is to systematically rehabilitate and / or replace aging storm water infrastructure city-wide. This project will assess the existing condition of clay pipe and other aging systems that have reached the end of their useful service life and rehabilitate and / or replace as required. This project will be implemented In a phased approach as funding allows. Prolect Budget CIP FY2012-2013 - $500,000 Future Years - $400,000 EXHIBIT "A" Page 14 of 15 KU:NOINEERWG OATAEXCNANOEWELAlARRR0 NO. 2012.03 BOND ISSUE 2012 AND CIP PROJECTSNRRO 000UMENTS13 email -A PROJECT CONCEPT. SCOPE. (=GET OCC STREET C1P PROJECTS 1. ADA Improvements In CDBG Areas (E12147) Protect Description Design and construction of approximately 4,600 linear feet of 5 foot wide sidewalk and 30 curb ramps along Water Street and portions of Shoreline Drive between Craig Street and Bom Street. This area is included in the draft ADA Master Pian Phase 1, Package A. Prolect Budget CIP FY2012-2013 - $301,356 PUBLIC HEALTH & SAFETY CIP PROJECTS 1. Salt Flats Levee System - Phase 2 (E03428) Protect Description The City has entered Into a Provisionally Accredited Levee (PAL) agreement with FEMA. This project includes assessment of the Salt Flats Levee System and Concrete Flood Wall in conjunction with the City's Levee re -certification effort and will also assess potential pending FEMA Levee Assessment Mapping Process regulations. NOTE: THE 7$% LOCAL PARTICIPATION 25% NON -LOCAL PARTICIPATION REQUIREMENT IS WAIVED FOR THIS PROJECT. Protect Budget CIP FY2012-2013 - $595,000 Future Years - $2,300,000 EXHIBIT "A" Page 15 of 15 KIENGINEERINO DATAEXCHSNGEWELM PIRFO NO. 201243 BOND ISSUE 2012 AND CIP PROJECTS RFO COCUMENTS13 EXHBOT A PROJECT CONCEPT. SCOPE. BUDGET DOC EXHIBIT "B" RFQ NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS PROJECT LISTING PROJECT TITLE PROJECT NO. INDICATE INTEREST BY PLACING A CHECK MARK A. BOND ISSUE 2012 PROJECTS INS:CATE HIGHEST MEREST IN TOP THREE STREET PROJECTS (OPTIONAL) PROPOSITION ONE: STREET PROJECTS 1 Navigation Boulevard from Up River Road to Leopard Street E12090 2 South Alameda Street from Ayers Street to Louisiana Avenue E12091 3 Greenwood Drive from Gofihar Road to Horne Road E12092 4 Ocean Drive from Buford Street to Louisiana Avenue E12093 5 Tuloso Road from IH 37 to Leopard Street E12094 6 South Staples Street from Brawner Parkway to Kostoryz Road E12095 7 South Staples Street from Morgan Avenue to IH 37 E12096 8 McArdle Road from Nile Drive to Ennis Jostin Road E12097 9 McArdle Road from Whitaker Drive to Nile Drive E12098 10 Kostoryz Road from Brawner Parkway to Staptes Street E12099 11 Home Road from Ayers Street to Port Avenue E12100 12 Morgan Avenue from Staples Street to Crosstown Freeway E12101 13 Twigg Street from Shoreline Boulevard to Lower Broadway E12102 14 Leopard Street from Crosstown Freeway to Palm Drive E12103 15 JFK Causeway Area Improvements E12107 16 ADA Master Plan Improvements City -ride E12104 17 Signal Improvements and Street Lighting City-wide E12105 PROPOSITION TWO: CITY HALL IMPROVEMENTS 1 City Hall/MIS Data Center -Fire Suppression and Alar Upgrades E12087 2 City Hall Roof Repair & Waterproofing Repairs (Exterior) E12088 PROPOSITION THREE: SERVICE CENTER COMPLEX IMPROVEMENTS 1 Streets & Sold Waste Administration Building Roof Replacement E12109 2 Signs/Signal Operations - New Shop and Office Facility E12110 3 Animal Control Remodel/Improvements E12111 4 Fleet Maintenance Heavy Equipment Shop Roof E12113 5 Streets & Solid Waste Storage Bwlding Structure with Slab (New Facility) E12114 Kleomento DSO NI 201243 OONDISNII20T=AND CIP PROJECTSVIRO OOCU4HTOM BMW 3 PROJE6T LIMM 1 EXHIBIT `rB" Page 1 of 3 EXHIBIT "B" RFQ NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS PROJECT TITLE PROJECT NO. eiOtCATE *creaser Br PLACING A CHECK MARK PROPOSRtON FOUR: PARKS AND RECREATION IMPROVEMENTS 1 Community Park Development and Improvements E12115 2 Hike & Bice Trail Development E12116 3 Aquatic Facility Upgrades and Improvements E12117 4 Tennis Center Repairs and Upgrades (HEBIAI Kruse) E12118 5 Ocean Drive Park Improvements E12119 PROPOSITION FIVE: MUSEUM AND LIBRARY IMPROVEMENTS 1 Museum Roof Replacement E12120 2 Central Library Roof Replacement E12121 3 Northwest & Garcia Library Roof Replacement E12122 4 Facilities ADA Improvements: South Texas Art Museum. Barge Dock Parking Lot E12123 PROPOSITION SIX: PUBLIC HEALTH IMPROVEMENTS 1 Health Department East Rear Restroom Repair/WIC Building Roof E12124 2 Health Department Building Parking Lot E12125 PROPOSITION NOTE: betnsl SEVEN: PUBLIC SAFETY IMPROVEMENTS Professional Services consultant for Proposition Seven project has been selected under a previous RFQ and are not softdted as Dart of this RFQ No. 2012-03. PROPOSITION EIGHT: ECONOMIC DEVELOPMENT PROJECTS 1 SeaTown Pedestrian Improvements E12134 2 North Beach Area Road Improvements & Area Beautification E12127 3 North Beach Breakwater. Plaza, North Shoreline Repair and Enhancement E12129 4 County Road 52 Extension (CR 69 to FM 1889) 812136 5 International Boulevard 812137 Itlegreserta NO 221243 BONO OVA ZOO AIMDCPPROCCT5NP000CIR NT $O01t3IT B Matta IMO EXHIBIT "B" Page 2 of 3 t10gabed 118n 1I81HX3 ormafllmovesueoc0i NlMmt1f000 Ol401314Q0d d1W/N Cite WOO 0P100OHM 'OW OAM011000m431144400,0m444114 =memo 4aewnt>V IOJd aae uuDOieDHI1enD •e411Mastrx3 uogitsluewO WI j Joj¢ go '»a1.1ISINX3 Jape =3LGN °NUM 103r1i133 S103r0Nd d13 ONV Z10Z 311SSI ONO £0110Z'ON OAS ..a..U01109 8Z0£03 Z mild • WelsA9 90A01 sleIJ IISS 1 8J.03r0Nd dIO AJ3AVS V Hl1V3H OIlBfld LP LEO SeOJV 0800 W sluawer►0JdWI VaV 1 8103r0Hd di0133ZLL8 9PLZ13 lueweoeldeli Pus uopellltge48tJ edtd epLaep, t+ SttZt3 sscdaa pus lustusseseV IIs1MO J0iuyV) £ PP1Z13 Pelmet luewenoJdwl a6eupuo eeJV POpeyl/Jslserjanoo eginl Z DIM luewsosldaa Jenne Pug WO Wow i SJW3rOtld d10 1J31VM I OJS lP1Z13 uopVJeuso JOMOd Alpcde0 enlleweglV d OP1Z13 t9£ HS • uOpelS dwnd JO$009 £ £999 uopel!Uge4elj pue 6upsel uopeluawn4sul Luso oleos LelBeM Z 0199 uoIBuslx3 sill eOuu°S eun MOM PewweJ6OJd 1 8133rOtld d13 2131VM £b00/3 Weweosloea leoupaf3 pue luewdlnb3 umgelS 911 luenllul Weld lueu4eaul JO MalssM uos!JV L LPL LlddnS JaMod elewallV u0pelS Ulf JepseeiseM OPYMR110 9 Sb0013 luewe3Bluea IoJIuOO APOluoweaeldee 6uldld SSeo0Jd 11101duJl eld WeeeJI JalBMSl$gM u0s1IIV S £50013 MusD JOPO Wald luDWteeul JOWWMO SUM deoellgM p 6£tZ13 puewe0el0ea eloqueyil pus sunJeleMalse,) Spegud luewdolanepag UMOluM00 0 IJOddnS £ 8£ a 13 WeJ8O2d lusw0ouequ3 walsAS uDlpefOO lucid Iusu49sul JelWMeleVM LeMPBOJB Z 091013 (Afl) leloWeJlJfl 0l sluswvnoJdwl Ie01ri0813 Weld luau4eeil JelsMelssM p00Muesuo t SLO3rotld 00 a3LVM3LSVM S1031'OZId d13 Ad '8 )111Viii )12310 V 0ia91nd Aa lenalf 1 Disown 'ON 103rOtld 3lJ11103road °NUM 103r1i133 S103r0Nd d13 ONV Z10Z 311SSI ONO £0110Z'ON OAS ..a..U01109 EXHIBIT "C" REQUEST FOR QUALIFICATIONS (RFQ) NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS MANDATORY REQUIREMENTS Standards and Codes The consultant/consultant team (Consultant's) work will be performed in accordance with the most current applicable codes and standards. Safety Requirements If Consultant or its subcontractors are observed engaging in any unsafe activities or unsanitary practices which may be detrimental to City facilities or the general public, the individual will be immediately removed from the worksite. Depending on the nature and severity of the offense, the individual may be allowed to retum to work after receiving safety training satisfactory to the City. Insurance Requirements The Consultant will not begin work under the contract until it has obtained all required insurance and provided the City with the related certificates and endorsements. For the duration of the project, the Consultant will provide the insurance listed below and document required coverages with certificates of insurance: 1. commercial liability including the following coverages: a. broad form property damage; b. premises -operations; c. explosion, collapse, and underground hazard; d. product/completed operations hazard; and e. independent contractors. A letter accompanying the certificate of insurance and signed by an authorized representative of the insurer will state that the commercial liability insurance includes the 5 coverages. Minimum coverage amounts will be: Bodily Injury and Consequent Death Bodily Injury and Consequent Death Property Damage $ 500,000 Per Person $1.000,000 Per Occurrence $1,000,000 Per Occurrence EXHIBIT "C" Page 1 of 3 KIENOINEBRINO DATAEXCHMGEWEIJAAPIRFO NO. 2012-03 BONO ISSUE 2012 ANO CLP PROJECTSIRFO COCUMENTS1S EXNIBR C MANDATORY REQUIREMENTS 00C 2. Automobile liability coverage for all owned, non -owned, or rented vehicles. Minimum coverage amounts will be: Bodily Injury and Consequent Death Bodily Injury and Consequent Death Property Damage $ 500,000 Per Person $1,000,000 Per Occurrence $ 500,000 Per Occurrence 3. Employer's liability insurance with a minimum coverage limit of $100,000 per person. 4. Excess liability insurance coverage for commercial, automobile, and employer's liability insurance with a minimum coverage limit of $1,000,000. 5. Workers' Compensation Insurance The Consultant will provide workers' compensation insurance for all its employees who will perform any project work. This coverage will be provided through a company authorized to do business in Texas or through self-insurance obtained in accordance with Texas law. Coverage will be documented in a certificate of insurance or, if the Consultant provides self-insurance, then it will provide to the City a copy of its certificate of authority to self - insure its workers' compensation coverage liability. The Consultant will also provide a letter stating that the certificate of authority remains in effect and is not the subject of any revocation proceeding pending before the Texas Workers' Compensation Commission. Except for workers' compensation insurance, for each insurance coverage required under the contract, the Consultant will obtain an endorsement to the applicable insurance policy, signed by an authorized representative of the insurer, stating that in the event of cancellation or material change that reduces or restricts the insurance afforded, the insurer agrees to mail 30 -days prior written notice of cancellation or material change to the City at City of Corpus Christi Department of Consuitanting Services Contract Administrator P.O. Box 9277 Corpus Christi, Texas 78469-9277 For workers' compensation insurance, 10 days notice of cancellation or material change will be sufficient. The Consultant will also provide an additional insured endorsement for each insurance policy except workers' compensation insurance. Each will name the City as additional insured. EXHIBIT "C" Page 2 of 3 KIEHGINEERIPIG OATAEXCHANOEWEUAAPWRO NO. 2012.03 BONO ISSUE 2012 ANO CP PROJECT81RFO QOCUMENTS5 EXHIBIT C W14 REQUIREMENTS OOC Use of Subcontractors The Consultant may use subcontractors to complete work under this contract. No subcontractor may provide services unless the City consents. Consent will not be withheld unreasonably. The Consultant will be responsible for completing all contract work even if a subcontractor has assumed responsibility to complete certain work. Also, the Consultant will be responsible for the acts and omissions of any subcontractors. Furthermore, the Consultant agrees that any subcontractor for this project will include the same mandatory insurance requirements in favor of the City as are specified in the City's contract with the Consultant. This is particularly emphasized for workers' compensation insurance coverage. Subcontractor certificates of insurance and endorsements will be collected by the Consultant and available for City review upon request. EXHIBIT "C" Page 3 of 3 KtENOINEERINO DATAEIICNANOERIEIMAP RFO NO 2012-03 BOND ISSUE 2012 AND CIP PROJECTSWO DOCUMENTStS amour C MANDATORY REOUIREMENTS.DOC EXHIBIT "D" REQUEST FOR QUALIFICATIONS (RFQ) NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS RESPONSE FORMAT Consultants/consultant teams (Consultant) interested in performing professional consultant services for the projects included in this RFQ (identified in Exhibit "A") are required to submit two (2) hard copies and one (1) compact disc (CD) containing a single file in pdf format of the RFQ in response to the RFQ No. 2012-03 in the following format, utilizing numbered tabs for each of the sections. Sub -section (i.e. Section 3A) can be identified either with numbered tabs or colored fly -sheets. Table of Contents Section 1. Letter of Interest from Authorized Consultant Representative The Letter of Interest (2 -page maximum length) shall provide the following information: 1. Identify the Consultant as the lead design professional and any proposed sub - consultants which will be included on the Project "teams" by category. 2. Identify the names, titles, telephone numbers, and email addresses of individuals who are available to be contacted by the City conceming the RFQ and for additional information. 3. The 101 must be signed by an individual, identified by name and title, whom is authorized to bind the Consultant to a contract Section 2. Executive Summary 1. Respondent shall include a one -to -two page Executive Summary for the Statement of Qualifications (SOQ). The summary shall include a statement of the work to be accomplished and how Respondent proposes to accomplish and perform each specific service. Section 3. Team Organization, Experience, Qualifications and Project Approach A. BOND ISSUE 2012 PROJECTS Bond Issue 2012 projects have divided into the following groups: Section 3A— Streets The following projects are included in this group: • Navigation Boulevard from Up River Road to Leopard Street • South Alameda Street from Ayers Street to Louisiana Avenue • Greenwood Drive from Gollihar Road to Horne Road EXHIBIT "D" Page 1 of 5 KiEKO01EERINO DATAEXCHANGEWWWAP1R110 NO. 2012.03 BOND ISSUE 2012 AND CLP PROJECTSSRFO DOCUMENTS* EXHIBIT D RESPONSE FORMAT DOC • Ocean Drive from Buford Street to Louisiana Avenue • Tuloso Road from IH 37 to Leopard Street • South Staples Street from Brawner Parkway to Kostoryz Road • South Staples Street from Morgan Avenue to IH 37 • McArdle Road from Nile Drive to Ennis Joslin Road • McArdle Road from Whitaker Drive to Nile Drive • Kostoryz Road from Brawner Parkway to Staples Street • Home Road from Ayers Street to Port Avenue • Morgan Avenue from Staples Street to Crosstown Freeway • Twigg Street from Shoreline Boulevard to Lower Broadway • Leopard Street from Crosstown Freeway to Palm Drive • JFK Causeway Area Improvements • County Road 52 Extension (CR 69 to FM 1889) • International Boulevard Section 3B— ADA, Pedestrian. Parking and Beautification The following projects are included in this group: • ADA Master Plan Improvements City-wide • Facilities ADA Improvements: South Texas Art Museum, Barge Dock Parking Lot • Health Department Building Parking Lot • SeaTown Pedestrian Improvements • North Beach Area Road Improvements & Area Beautification • North Beach Breakwater, Plaza, North Shoreline Repair and Enhancement Section 3C— Traffic Signal Improvement and Street Lighting The following project is included in this group: • Signal Improvements and Street Lighting City-wide Section 3D— Facility Improvements The following projects are included in this group • City Hall/MIS Data Center -Fire Suppression and Alarm Upgrades • City Hall Roof Repair & Waterproofing Repairs (Exterior) • Streets & Solid Waste Administration Building Roof Replacement • Signs/Signal Operations - New Shop and Office Facility • Animal Control Remodel/Improvements • Fleet Maintenance Heavy Equipment Shop Roof • Streets & Solid Waste Storage Building Structure with Slab (New Facility) • Aquatic Facility Upgrades and Improvements • Museum Roof Replacement • Central Library Roof Replacement . • Northwest & Garcia Library Roof Replacement • Health Department East Rear Restroom Repair/WIC Building Roof EXHIBIT "D" Page 2 of 5 10ENGINEERLNG OATAEXCHANGEWELNAP1RFO NO. 201203 BONO ISSUE 2012 AND C!P PROJECTSWFO OOCUMENTO6 EXHIBIT 0 RESPONSE FORMAT 00C Section 3E - Parks and Recreation The following projects are included in this group • Community Park Development and Improvements • Hike & Bike Trail Development • Tennis Center Repairs and Upgrades (HEB/AI Kruse) • Ocean Drive Park Improvements For each project group Section 3A through 3E listed above, Respondent shall include a narrative document that includes a Team Organizational Chart and addresses all items in the RFQ No. 2012-03, Section 01 Evaluation and Selection Criteria for each section as follows below. Note: Respondent shall submit one narrative document for each Bond Issue 2012 Prolect croup. For example, if Respondent has expressed an interest in multiple street projects identified in Section 3A — Streets, and Signal Improvements and Street Lighting City-wide in Section 3C, Respondent shall provide one narrative document to address Section 3A- Street projects and one narrative document for Section 3C — Traffic Signal Improvement and Street Lighting. Each narrative document shall include the following: • Experience of the prime firm (2 page maximum) • Experience of sub -consultants (2 page maximum for each sub -consultant) • Experience and qualifications of key personnel • Local and historically underutilized business participation (1/2 page maximum); respondent shall indicate percentage of work to be completed by local staff. • Project approach/management plan (5 page maximum for narrative plus additional page for Team Organizational Chart) B. CIP PROJECTS For CIP projects, the following sub -sections shall be included as identified below. Section 3F — Wastewater CIP Projects • Greenwood Wastewater Treatment Plant Electrical Improvements to Ultra -Violet (UV) System • Broadway Wastewater Treatment Plant Collection System Enhancement Program • Support of Downtown Redevelopment Projects (Wastewater Line and Manhole Replacement) • Whitecap Wastewater Treatment Plant Odor Control • Allison Wastewater Treatment Plant Process Piping Replacement Odor Control Replacement • Citywide Wastewater Lift Station Alternate Power Supply • Allison Wastewater Treatment Plant Influent Lift Station Equipment and Electrical Replacement EXHIBIT "D" Page 3 of 5 ICAENOLNEERUND DATA00dWi0 WElJAAFIRFO NO. 2012-03 SONO ISSUE 2012 ANO CLP PROIECTSRFO DOCUMENTS* EXNISIT D RESPONSE FORIAAT.000 Section 3G — Water CIP Proiects • Programmed Water Line Service Life Extension • Wesley Seale Dam Instrumentation Testing and Rehabilitation • Booster Pump Station - SH 361 • Alternative Capacity Power Generation Section 3H — Storm Water CIP Projects • Lifecycle Curb and Gutter Replacement • Turtle Cove/Jester/Matlock Area Drainage Improvement Project • Major Outfall Assessment and Repairs • Lifecycle Pipe Rehabilitation and Replacement Section 31— Street CIP Projects • ADA Improvements in CDBG Areas Section 3J — Public Health and Safety CIP Proiects • Salt Flats Levee System - Phase 2 Respondent shall include a narrative document that includes a Team Organizational Chart and addresses all items in the RFQ No. 2012-03, Section III Evaluation and Selection Criteria as follows below. Note: Respondent shall submit a separate narrative document for each separate CIP proiect in each sub -section. For example, if Respondent has expressed an interest in three projects; "Major Outfall Assessment and Repairs" and "Lifecycle Pipe Rehabilitation and Replacement" listed In Section 3H — Storm Water CIP Projects and "Booster Pump Station — SH 361" in Section 3G, Respondent should provide three separate narrative documents. Each narrative document shall include the following: • Experience of the prime firm (2 page maximum) • Experience of sub -consultants (2 page maximum for each sub -consultant) • Experience and qualifications of key personnel • Local and historically underutilized business participation (1/2 page maximum); respondent shall indicate percentage of work to be completed by local staff. • Project approach/management plan (5 page maximum for narrative plus additional page for Team Organizational Chart) EXHIBIT "D" Page 4 of 5 KIENG*NEERINO MTAEXCIWiOEWELMIIP RFO NO. 201243 BOND ISSUE 2012 AND CIP PROJECT8IRFO DOCUMENTS* SMUT O RESPONSE FORMNT.DOC Section 4. Team Resumes and References Respondent shall provide resumes (no more than 2 pages each resume) of the Consultant Team. Resumes are required for key project team members, including Project Manager, Principal -in -Charge, Quality Assurance/Quality Control, and Discipline Leads (Drainage, Street, Surveying, Architectural, etc.) Resumes are not required for all team members, but can be submitted. Respondent shall also include Consultant and sub -consultant references which the City may contact to discuss performance on other similar work. This section can include up to a maximum of five (5) letters of recommendation. These references should specify: • Project Name • Description of work and how this prior experience relates to this Project • Total contract value of work performed; total project budget • Name, address, and telephone number of project owner/representative who oversaw project performance • Dates (month/year) contract was issued and actually completed Respondent shall include Exhibit "E" General Questionnaire in this section. Section 5. Mandatory Requirements All mandatory requirements identified in the RFQ will be submitted in this section including: 1. Indicate interest and priority in specific projects by completion of Exhibit "B" Project Listing 2. Certification that Exhibit "C" Mandatory Requirements will be met 3. Acknowledge that a completed Disclosure of Interest Form shall be on file each calendar year 4. By number, the receipt of all Addenda to the RFQ KSEKGINEERMtO DATAEXCNANOEWEUMAPIRFO NO. 2012.03 BOND ISSUE 2012 AND CIF PROJECTSSRFO DOCUMENT=S EXHIBIT 0 RE EXHIBIT "D" Page 5 of 5 E FORMAT.000 EXHIBIT "E" GENERAL QUESTIONNAIRE 1. Respondent Information: Provide the following information regarding the Respondent. (NOTE: Co - Respondents are two or more entities proposing as a team or joint venture with each signing the contract, if awarded. Sub -contractors are not Co -Respondents and should not be identified here. If this proposal includes partners of a Joint Venture or Co -Respondents, provide a completed General Questionnaire, Exhibit E for each partner of the Joint Venture or Co -Respondent. If a Joint Venture or Partnership exists attach the Joint Venture or Partnership Agreement, If a Joint Venture or Partnership shall be formed after contract award. attach a letter signed by all proposed parties to the Joint Venture statino the firms' intent, 1.1 Respondent Name: (NOTE: Give exact legal name as it will appear on the contract, if awarded.) Principal Address: City: State: Zip Code: Telephone No. Fax No: e-mail address: List here, any other names under which Respondent, Joint Venture Party, Team Co -Respondent or Partner has operated within the last 10 years. (add space as needed) 1.2 Business Structure: Check to indicate the business structure of the Respondent. 0 Individual or Sole Proprietorship If checked, list Assumed Name, if any: ❑ Partnership ❑ Joint Venture ❑ Corporation If checked, check one: 0 For -Profit ❑Nonprofit Also, check one: ❑Domestic 0 Foreign ❑ Other If checked, list business structure: 1.3 Ownership: Does Respondent, each joint venture party, team or partner anticipate any mergers, transfer of organization ownership, management reorganization, or departure of key personnel within the next twelve (12) months? 0 Yes 0 No EXHIBIT "E" Page 1 of 3 KEENOuiEER1No DATAEXCHANOEWELAIAPIRFO NO. 2012-03 BOND ISSUE 2012 AND CP PRO.IECTSURFO DOCUMENT817 EXHIBIT 8 GENERAL OUESTlONNAIRE.00C 1.4 Is Respondent, joint venture party, team or partner authorized and/or licensed to do business in Texas? ❑Yes ❑No If "Yes', list authorizations/licenses for respondent and each joint venture party, team or partner. 1.5 Where Is the Respondent's or each joint venture party, team or partner's corporate headquarters located? 1.6 Local Operation: Does the Respondent or each joint venture party, team or partner have an office located in Corpus Christi, Texas? ❑Yes 0 No If "Yes', respond to a. and b. below: a. How long has the Respondent or each joint venture party, team or partner conducted business from its Corpus Christi office? Years Months b. State the number of full-time employees of Respondent or each joint venture party, team or partner at the Corpus Christi office. 1.7 Firm's Availability: When can firm start work? Please provide a list of all Contracts in effect through December 2011 and the value of each that the identified Project Manager is responsible for (add additional space or attachments as necessary): 1.8 List the value in dollars of all Contracts/projects of Respondent and or each joint venture party, team or partner completed in the Previous 5 !.4 years: Joint Venture Joint Venture Respondent Party/Team/Partner Party/Team/Partner 2011 2010 2009 2008 2007 2006 KtENOOIEERNG OATAEXCHANGE%VELMAPIRFO P10. 2012-03 SONO ISSUE 2012 AND CIP PROJECTS RFO DOCUMENT/A? EXHIBIT E GENERA. QUESTION EXHIBIT "E" Page 2 of 3 1.9 Debarment/Suspension Information: Has the Respondent, any joint venture party, team or any partner or any of its principals been debarred or suspended from contracting with any public entity? ❑Yes ❑No If "Yes", identify the public entity and the name and current phone number of a representative of the public entity familiar with the debarment or suspension, and state the reason for or circumstances surrounding the debarment or suspension, including but not limited to the period of time for such debarment or suspension. 1.10 Disciplinary Action: Has the Respondent ever received any disciplinary action, or any pending disciplinary action, from any regulatory bodies or professional organizations? If "Yes", state the name of the regulatory body or professional organization, date and reason for disciplinary or impending disciplinary action. 1.11 Bankruptcy Information: Has the Respondent or any joint venture party, team or partner ever been declared bankrupt or filed for protection from creditors under state or federal proceedings? ❑Yes 0 No If "Yes", state the date, court, jurisdiction, cause number, amount of liabilities and amount of assets. EXHIBIT "E" Page 3 of 3 K{ENOINEER NG DATAE)OCIWIGEIYELAIAPARFO NO. 2012.03 BOND IssUE 2012 AND CIP PROJECT$ RFO OOCA*CENTEA7 EXAABIT E GENERAL QUESTIONNAIRE OOC EXHIBIT "F" REQUEST FOR QUALIFICATIONS (RFQ) NO. 2012-03 BOND ISSUE 2012 AND CIP PROJECTS RFQ SCHEDULE Friday August 31, 2012 Issue RFQ No. 2012-03 Solicitation Friday September 14, 2012 Deadline for written questions to RFQ No. 2012-03 Thursday September 27, 2012 2:00 PM CST Deadline for Interested Parties Submission Thursday November 8, 2012 Deadline for consultant selection recommendation to City Manager EXHIBIT "F" Page 1 of 1 ICIENOINEERRNG OATAEX OMKGEWELMAPIRFO KO 2012.03 BOND ISSUE 200 MD CP PROJECTSPEO DOCUMENTSIO E70UBiT F SCHEDULE DOC ATTACHMENT 3 Professional Service Contract for Landscape Architecture at Salinas Park � tttttttttrtt s � City of Corpus Christi CAPITAL PROGRAMS RE). lioN 9377 Corpus Christi Inas s 78-169.9277 Phone 361-826-35O(I Fax 61-836-:501 1%111% L— IC: Cas. cam Construction Inspection -1917 I Ir+ll1 Road CorpIN Christi I r.:r. 78411 I'lo.mr 361-S2h-3555 I:t\ 361-826-3520 Sur, e, 4917 11rrlh Rua! Corpus Christi ir�:as 78411 Phone 361-826-3555 Firs 3(.1-R36-3520 October 24, 2014 Robert Gignac, RLA, ASLA Gignac Landscape Architect 3833 S. Staples St. Suite N-119 Corpus Christi, TX 78411 Subject: Community Park Development and Improvements- Garcia Park Salinas Park (Project No. E14004) Dear Mr. Gignac, Enclosed is executed Agreement for providing Professional Services for the above referenced City project per Exhibit A attached, and is for an amount not to exceed $44,600.00 Please proceed per Agreement. Invoices should reference the above Project Name and Number as shown, and submitted to my attention to The City of Corpus Christi, Department of Capital Programs, P. O. Box 9277, Corpus Christi, TX 78469. DB: rb Encl. CC: Sincerely, i &WL Natasha Fudge, . Acting Director of Capital Programs Valerie H. Gray, P.E., Interim Executive Director or Public Works Natasha Fudge. P.E., Acting Director of Capital Programs Ruth Brown, Management Assistant Senona Cases, Management Aide Clarissa Johnson, Contract/Fund Administrator Velma Pena, Contract/Fund Administrator Jennifer Ramirez, Contract/Funds Administrator Angie Menchaca, Contracts/Funds Administrator SMALL AIE 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 GIGNAC LANDSCAPE ARCHITECTURE of Corpus Christi, Texas, acting through its duly authorized representative who is Robert Gignac. RLA, ASIA. (ARCHITECT). which agree as follows: 1. DECLARATIONS. CITY" desires to engage • ARCHITECT" to provide services in connection with City's project. described as follows. Community Park Development and Improvements -- Hector P. Garcia Park and Manuel Salinas Park (Bond 2012) (E14004) "Project" 2 SCOPE OF WORK. ' ARCHITECT" 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 'ARCHITECT' " for services provided in accordance with Exhibit "A". Scope of Services, and Fee under this AGREEMENT, a total fee not to exceed $44.600.00 (in figures), (Forty Four Thousand Six Hundred and Zero Cents ) (in words). 4 INDEMNIFICATION AND HOLD HARMLESS. The "ARCHITECT" agrees to indemnify. save harmless and defend the 'CITY.. and it's agents, servants, and employees as more hilly set forth in 'Exhibit B' CITY OF CORP Ronald City Man RECO DED: Gus Gonzalez, P.E. Assistant City Manage - Public Works an Utilities • roc-fzot' (Date) 10.3.( (Date) kalV l 0f%4— Vi l�irie H. Gr . P E. r (Date) Int im Executi Director of Public Works Mich el Morris Director of Parks and Recreation (Date) GIGNAC LANDSCAPE ARCHITECTURE Rober Gignac RSLA (Date) Lands ape Archit 3833 5 Staples•uite N-119 Corpus Christi, T • 841 1 (351) 853-0795 Office (361)814-0195 Fax K •EtIGNEE RING DATAE 7LCF"1Ai'1GI1S: LAI.1A.I'3PARKS,£ 14LX)4 - CI'L}i IIP' 1.7.A14C.tA SALL S PARK YAGREE MEM i.1(%Rl ll111. f':i silt t APP VED; 071 r, ffice of Mgmt and Budget IJate)7 ` ,1 AP • ' OWED AS TO LEGAL FORM: 7 fgai Department /o,2 - (Date) Project Number: E14004 Fund Name: Park and Recreation Bond 2012 Funding Source: 550950-3293-00000-E14004 Encumbrance Number: ti !-,lc;IN E:.1.ir:G DATAEXCHANGENCL ARISSAJ.,PARKSrE 1•:tl0•f - CP01 • HP GARCIA SAE INAS PANKSiAGREIMUNT tlIt35•,M' ARC!' I'11".t 1 INIt'N 1 1Phase 1: Preliminary & Design Phase • Confirm and evaluate all site conditions. Verify. through field inspection. the accuracy of drawings supplied by City. • Verify thru Reid inspection the quality and the condition of existing irrigation materials to remain or to be adjusted. • Verify and locate the water source at each park. • Provide a preliminary irrigation layout for each park showing head and piping layout. hydraulic calculations. irrigation material summary and pipe sizes. • Size and design a pump station with an automatic control system at Salinas. and Garcia Park. • Design the irrigation system to the new master plan at Salinas and Garcia Park. • The design will irrigate these areas but will be designed to minimize any major irrigation changes. • Preliminary review of the project budget as relative to the new preliminary designs and construction plans. • Provide landscape irrigation construction documents including notes and details. • Prepare construction drawings. plans. and specifications in requested format. GIGNAC LANDSCAPE =ARCHITECTURE Robert Glree.ASLA September 7.2014 Jamie Pyle. R.P.L.S.. P.E.. C.F.M. Major Projects Engineer — Project Manager City of Corpus Christi Corpus Christi, Texas Re: Landscape Architectural Services, City of Corpus Christi Community Park Development and Improvements - Garcia Park 1 Salinas Park — E14004 Dear Jamie: OBS10N PLANNING IRRIGATION LANDSCAPE! As per our recent meeting and site visit concerning the referenced project, please accept this letter as our proposal to perform the landscape irrigation construction documents for the three referenced parks. Gignac Landscape Architecture is structuring the fee proposal into two phases; Phase I — Preliminary & Design Phase, and Phare II -Bid & Construction Phase. Services for the project shall include the following: Page 1 of 4 3533 5.5►erles. Ste. N-119 • Corpus Christi. Taros 78411 • P: 38140.0795 • w 981.814-0195 • Small: 515noolondocoo • Coordinate all improvements with City Engineering and Parks & Recreation Department for new improvements. • Submit landscape irrigation construction cost estimate. • Provide summary sheets with total quantities and pertinent notes for the referenced project. • Furnish City with a reproducible set of irrigation plans. Provide a digital copy of construction plans and specifications on an electronic disc. 'Phase 11: Bid & Conatrnetioa Phase • Attend pre-bid conference. • Assist City in securing bids. • Attend the public bid opening. Analyze bids, and provide recommendations concerning the award of contract. • Attend and assist City with the facilitation ofa preconstruction meeting with the contractor. city representatives and other third parties. • Review and check for approved materials and other submittals provided by the contractor. • inspect and approve all irrigation products and irrigation installation. • Provide interpretations and clarifications of the plans and specifications for the contractor. Authorize minor changes, which do not affect the contractor's price and are not contrary to the interest of the City. • Review any change orders necessary during the process of the work. • Confer with City representatives and governmental authorities as needed. • Visit the site to confer with City project inspector and contractor to observe the general progress and quality of work. and determine. in general. if the work is being done in accordance with the contractor documents. • Post construction, conduct a preliminary inspection and prepare documentation ("Punch List") for items needing correction. • Conduct a final inspection with City personnel and Contractor for complete and proper installation. Landscape Architectural Fees Shall Include: • The necessary conferences and site visits for the preparation of preliminary studies and final designs. • The production of complete landscape irrigation architectural drawings and specifications in the City's requested format. City of Corpus Christi Shall Supply or Reimbtusc the Following: • An base and she maps for each park in Auto Cad 2007 format. • Approval of preliminary irrigation designs and layouts. Page 2 of 4 EXHIBIT "A" Page 2 of 4 • All printing and reproduction fees. • All electrical designs. • All mechanical designs other than irrigation equipment. Gignac Landscape Architectural proposes to perform the outline landscape architectural services for a lump sum fee for each phase. The fes shall be structured per park as noted below. Salinas Paris Phase 1 Phase II Total 531,000.00 Garda Park Phase I Phase 11 Total 513,600.00 Preliminary and Design Phase: Twenty Six Thousand Three Hundred and Fifty Dollar 526,350.00 Bid and Construction Phase: Four Thousand Six Hundred Fifty Dollars Thirty One Thousand Dollars Preliminary and Design Phase: Eleven Thousand Five Hundred Sixty Dollars $11,560.00 Bid and Construction Phase: Two Thousand Forty Dollars Thirteen Thousand Six Hundred Dollars $4,650.00 $2,040.00 Total Forty Four Thousand Six Hundred Fifty Dollars S 44,600.00 Schedule for delivery of landscape irrigation construction documents shall be as follows: • Salinas Park% Garcia Park — 60% Submittal Five weeks from notice to commence 90% Submittal Four weeks from 60% comments 100% Submittal Three weeks from 90% comments Gignac Landscape Architecture appreciates the opportunity to be of service to the City of Corpus Christi. Should you have any questions or require additional information, please contact mo. Page 3 of 4 EXHIBIT "A" Page 3 of 4 Respe4 Robert Gigna ASLA Landscape Architect Lignac Landscape Architecture Accepted By: Title: Date: Accepted By: Page 4 of 4 EXHIBIT "A" Page 4 of 4 Exhibit B Mandatory Requirements (Revised November, 2005) INDEMNIFICATION AND HOLD HARMLESS Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and Its officers, agents, servants and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and reasonable attomeys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, to the extent caused by Consultant's negligent performance of services covered by this contract The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its officers, agents, servants, or employees, or any other person indemnified hereunder. EXHIBIT "B" Page 1 of 1 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. X1000 Imrolce No. 12345 Invoice Date: Sample tone far. Payment Request Revised 07m>00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete 31,000 30 $0 31.000 30 31.000 31,000 100% 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% 36.000 31.000 31,250 38,250 $750 31,500 32,500 30% 32,000 $0 30 $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% 32.000 31,120 $1,627 $4,747 $500 $0 3500 11% 35.000 31.000 $1,250 38.250 3750 31,500 32,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% 38.000 32.120 $2,877 312,997 31,250 31,500 $3,000 23% NI'14,1.1FR tt1\tt31'1i 10 BF AsSIGNrit) fl''CI V 1(l ('It:\SI (i invisI )' CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17117. as amended, requires all persons or firsts seeking to do business %vitt) tate City 1o})rovidIn e the follow g information. I .r cry e must ust 1n tns�•cre�l. IC tete question k not applicable. answer %yi11, "til" See re\erse side for Filing liequireinciits. Certifications and deli unions. COMPANY NAME: P. O. BOX: STREET ADDRESS: 4t4icdG. , as."rte" • '0 .$; CITY: FIRM IS: 1. Corporation B Partnership 4. Association Other 3. Sole C riser G I)ISCL.()St'RE QUESTIONS ll',nlditionril space is necessary, please use the reverse side or this lane 01attach separate sheet. 1. State the names of each "employee- 01 the City or Corpus ('7iristi lu iny2 an "ownership interest' constitutiii .}"if or more of tett; I)wilerSlltp in the above named "limn. Name .soh Title and City 1)epartment (i1'known) 2. State the names ol'each `nflici:tl" ol'the City ol'Corpus Christi hay ing an " wncrship interest' constituting 3% a or more or the ownership in the ;lbw( e hatred "firm... Name Title 3, State the names nI' each "hoard member- of the ('its til' (' InI (]uisti hay inn ;in '•(t),tnershil> interest- c(,nstitutin�z 3"' or more ot'the ownership in the abo).e nnrnct1 "first. ;mite Board. Commission or Committee .1. State the names of each employ-ce or ot-licer of a "consultant" liar the City or Corpus Chi esti 1vho IVOrked .on any matter related to the subject of this contract and has an ' nlnt.•rship interest" eon-titntlni `"rii or more oldie ownership in the above minted "Iirnti ' Name Consultant FILING RI:t)till'~1's1VIENTS 1r at person ivliu requests official action o11 a1 matter knows that the retltieste(1 act ion will Coffer an economic benefit on alli► C'ii o1'liei 1 (a. eiliplo►ee that is distinuttishable from the effect that the action ►. ill have oli members 111 the i uhI0. in general or a substantial segment thereof, you shall disclose that fact in a sii vied writing to the ('uv official, employee or bock that has heen requested to act in the (matter. unless the interest of the City nlificial or't'liililtinec in the matter is apparent. The disclosure shall also he nude in a signed i►'ritinye, filed with the (it)) Secretary. [Ethics ()rdiliance Section 2-3.19 id)! CERTIFICATION I certify that ail information pro%ided is true and correct as of the date of this statement. that l have not know irtgl\ withheld disclosure of an information requested: and that supplemental statements will he (promptly submitted to the C ti► ol'Corpus Christi. leas as changes occur. Cert lig Person: tarp. Signature of Certifying person; 74 f4 i,lt ' .i ItlC: 1.1 1'euul �s ❑EFINI'1'IO S Dale: a. "Board member.** i\ member of any board, commission. or cotllltiittee appoiitte(I by the City Council of the City of Corpus Christi, Texas. h. "1 einioniic benefit". An action that is likely to affect an economic interest if it is lil:el► to have ati elicet on that interest that is distinguishable li'oin its effect on members or the public in general or a substantial seUlncnt thereof. c. -Employee,- Ali► person employed by tlic City of Corpus Christi. Texas either on a Bell or part-time basis, but not as an independent contractor. CI. "Firlll. :Arty elltiti 1lperateal for economic gain, ►►nether pr'nlesytc [tal, industrial or commercial. and w hethet established to produce or deal .► ith a product or service, including but not hillited to. entities operated in the toren of sole proprietorship, as sell-enip1o►cd person. partnership. corporation, joint stock c0lnpalt►. Joint leiiture. receivership or trust..ind entities which for purposes of taxation are treated ;Is non-profit organizations. e. "()t7icial." (lie hto}or. members of the ('it► Council. City Nlatna4..er. 1)eptity Cit) Manager. Assistant ('itv %Imaigers. Department and 1)ivision 1ieaels. and Municipal Court Judges oi'Ihe Cil', of Col pli-. Christi. I exa;. -Ownership Interest.- Legal or equitable interest. ►►holier actuall' or constructively held. in as liens. inch:dim1 ►►hen such interest is held ihromi h an agent. trust. estate. or holding emit►. -Constructive!) held" refers to holdiltsis or control established through oting trusts. proxies. of ,peeia1 tcr111s of vcitturc or partnership ILreelilents." "Consultant." Any person or hili. such as engineers acid architects. Hired by the Cit‘ o Corpus (. Ilrisii lily the purpose or prnlessional consultation and recommendation. ATTACHMENT 4 FEMA Reimbursement Guidelines for Engineering and Design Services of Average Complexity FEMA Reimbursement Guidelines for Engineering and Design Services of Average Complexity Source: FEMA Public Assistance Guide SURVE 5, COMPENSATION FOR BASIC SERVICES EXPRESSED AS A PERCENTAGE OF CONSTRUCTION COST FOR PRO3ECIS OF AV RAGE COMPLEXITY 18 17 16 13 14 13 6 5 4 11111111111111 II!I 111 IH'iII 111111 II'11111111 � Callr � III 1111011111111 :II: E '� III UIIIIC!�Ill v � �� III 1111Hill!biiisuiiiiiaunilil 111110111 !flI 1111.111111111111111 11111 I1I 111 t1 i1IIII 111111111 11111011!11111IlII1.Il1UlIIII11 II11liIllIi i i 1 1 111.1111111111 11111 III■1111111►11111111111II IIIiIiIIIIIIIIIIIiI!I1I1 ipililil IIHh1III1II11I11II11l il 111111!!. 1111111111111111111111111111111111111 1111111111 lililIlill 1111111111111 0.01 0.1 1 10 Net construction cost, lay anions of dollars 100 Informal Staff Report MEMORANDUM To: Margie C. Rose, City Manager 14i_ Thru: Keith Selman, Assistant City Manager( From: E. Jay Ellington, Director of Parks and Recreati Date: May 12, 2017 Subject: Status -Parks & Recreation Bond 2012 Proposition 4 Projects Issue: During the Tuesday, May 9, 2017, Council Meeting, a council member requested the status of the Proposition 4 projects. Background & Findings: Proposition 4 of the 2012 Bond consisted of projects for the Parks and Recreation Department. In total $16 million was approved by voters for these projects. The status of the projects are listed below: Project Description Status Community and Regional Park Improvements - $5,000,000 West Guth Park Irrigation, landscaping and turf enhancement, disc golf improvements, parking lot improvements, pavilion and playground replacement Irrigation, parking lot enhancements, dog park 90% design due this month. 100% design complete; adjacent developer has damaged storm water causing flooding issues; cure is in design (2 months); anticipate bids for construction this fall Bill Witt Park ** Salinas Park ** Irrigation, landscaping, parking lot re -striping and expansion Construction award at City Council Bluish Park Irrigation, multi-purpose field enhancements, pond Bids exceeded budget by $170K; working with PIPOA to negotiate agreement for oversight of construction and on-going maintenance Parker Park ** Irrigation, landscaping, pavilion improvements, playground Final construction days La Retama Park Hardscape, lighting, landscaping Complete Artesian Park Irrigation and landscape enhancements Complete Parks & Recreation Bond 2012 Projects Status Update pg 2 Hike and Bike Trails - $1,500,000 Schanen Ditch Trail — Phase 2 ** Hike and bike trail from Yorktown to Saratoga Complete Bear Creek Trails ** Hike and bike trail from Yorktown to Cimarron Park Complete Ocean Drive Park Improvements - $3,000,000 Swantner Park Shoreline protection and seawall repairs Seawall Complete; Parking Lot improvements via IDIQ; Irrigation w/ remaining funds Cole Park Shoreline protection NTP has been issued; Late Summer completion Aquatic Facility Improvements - $3,500,000 Collier Pool New zero depth entry pool with lap lanes and general swim areas, new bathhouse to meet ADA standards Final days of construction West Guth Park Pool ** Scope of project still being determined as structure is evaluated 100% design to be submitted this month Tennis Center Improvements - $3,000,000 HEB and Al Kruse Tennis Centers Court and amenities improvements Punch list items being addressed; remaining funds TBD with CCTA ** will be supplemented by Community Enrichment Funds PROJECT BUDGET ESTIMATE Community Park Development and Improvements Salinas Park BOND 2012, Proposition 4 FUNDS AVAILABLE: Parks and Recreation Bond 2012 CIP $ 511,701 Community Park Enrichment Fund 41,178 General Fund - Park Operational Account 12,264 TOTAL $ 552,879 FUNDS REQUIRED: Construction & Contingency Fees. $ 467,338 Construction (D&SS Construction, Inc.) THIS ITEM 424,853 Contingency 42,485 Construction Testing and Inspection Fees Construction Materials Testing (Estimate) Construction Inspection (Estimate) 4,247 5,000 9,247 Design Fees. 56,179 Engineering Design (Gignac Landscape Architecture) 44,600 Parking Improvement Design (Hanson Engineering) 2,725 Environmental Study (Astec Environmental) 8,364 Texas Department of Liscense and Regulation (Sue Corey) 490 Reimbursements: Total Reimbursements 20,115 Contract Administration (Engineering .Admin/Capital Budget/Finance).... 8,115 Engineering Services (Project Mgt/Constr Mgt) 11,000 Misc. (Printing, Advertising, etc.) 1,000 TOTAL $ 552,879 ESTIMATED PROJECT BUDGET BALANCE (0) sti al ;, 14 9-6 e. 2GA E El Up Rr 06 IH -37 O 0 ,7o rlio Ra 'v so/ OgrdlP Ru LOCATION MAP NOT TO SCALE Project Number: E14004 Community Park Development and Improvements Salinas Park Bond 2012 Prop 4 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Community Park Development and Improvements - Salinas Park Corpus Chr sti Engineering Council Presentation May 9, 2017 Location Map Corpus Chrsti Engineering IH -37 0 s Christi national rpOrt Ia9A] sa Texas State Aquarium COMMUNITY PARK DEVELOPMENT AND IMPROVEMENTS SALINAS PARK Vicinity Map Corpus Chi.- Engineering Project Scope Corpus Christi Engineering This project includes: • Landscape and irrigation improvements • Irrigation improvements for existing youth soccer fields and multipurpose fields • Parking improvements 4 Project Schedule Corpus Chrsti Engineering 2017 Feb Mar Apr May Bid / Award Jun Jul Aug Construction Project Estimate: 90 Calendar Days 3 Months GIGNAC =LANDSCAPE =ARCHITECTURE Robert Lignac, ASLA April 7, 2017 City of Corpus Christi Mr. Jeff Edmonds, F.E. Department Of Engineering P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: CPDI — Salinas Park (Bond 2012) Project No. E 14007 Dear Mr. Edmonds: The bid proposals received for the referenced project on March 29, 2017, have been reviewed. It is my recommendation to accept the base bid of $ 424,853.00 from D&SS Construction, Inc. for the project construction. If youhaveany questions or require additional information, please call me at 853-0795. Respectfully, R Bert Gigue, ASLA, RLA G gnat Landscape Architecture DESIGN PLANNING IRRIGATION LANDSCAPE 3633 S. Staples, Ste. N-119 • Carpus Christi, Texas 78411 4 P: 361-853-0795 F: 361-814-0195 - Email: gignaclandacape@aal.com CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1. 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. D&SS Construction, Inc. Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi - Engineering Services FORM 1295 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-193350 Date Filed: 04/1712017 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. E14004 sitework, landscaping & irrigation 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 6 AFFIDAVIT REGAN A GRABOWSKE `fs Notary Public, Stole of Texas My Commission Expires Moy 04, 2019 swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. authorized agent of contracting business ature of �j. AFFIX NOTARY STAMP /SEAL ABOVE% j �/� Sworn to and subscribed before me, by the said ith Oh 1/ S f 1Yt/1 , this the 20 1i1 , to certify which, witness my hand and seal of office. I day of RativialOtriA) C1,0 17Yk t\) S nature of officer administering oath Printdd name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of May 9, 2017 Second Reading Item for the City Council Meeting of May 16, 2017 DATE: April 28, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll@cctexas.com 361-826-3460 Service Agreement to Manage and Operate Al Kruse Tennis Center CAPTION: Ordinance authorizing the City Manager or designee to execute a Service Agreement with Sweet Spot Tennis, LLC ("Contractor") for management and operations of Al Kruse Tennis Center for a term of 4 months at $3,166 per month, with up to four additional one- month extension option periods; and the Contractor will receive 95% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center and the City will receive 5% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center. PURPOSE: This item is to approve a short-term Al Kruse Tennis Center Service Agreement with Sweet Spot Tennis, LLC until such time that a new solicitation can be processed and a new contract awarded. BACKGROUND AND FINDINGS: The Al Kruse Tennis Center was previously under a contract and lease agreement with Tennis Pro Susan Shelby Torrance until her recent retirement. The Parks and Recreation Department secured a temporary agreement with a local tennis instructor to continue operations. The solicitation process was performed by the City of Corpus Christi's Purchasing Department to find a new contractor to operate the tennis center. A selection was made and a Service Agreement was presented to the City Council on February 14, 2017. At that meeting the item was tabled to February 21, 2017. After discussion during the February 21st meeting the motion was made to table the item to the council meeting on March 21, 2017. The item did not pass at the March 21st meeting. A Motion of Direction was made during the meeting and it was directed that the City Manager would bring back a temporary contract for council's approval. At this time the department is requesting the authorization to implement the temporary, short-term agreement with Sweet Spot Tennis, LLC, Gerald Tjon A Joe, until the solicitation process has been completed for a new Service Agreement. The department is currently benchmarking with other cities to obtain information on various management options for tennis centers. ALTERNATIVES: Not authorize the Service Agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: The City Council must approve all Ordinances. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 17 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $37,992.00 $37,992.00 Encumbered/ Expended Amount $12,351.00 $12,351.00 This item $12,664.00 $12,664.00 BALANCE $12,977.00 $12,977.00 Fund(s): General Fund — 1020 Comments: None RECOMMENDATION: Staff recommends authorizing the short-term Service Agreement for Al Kruse Tennis Center. LIST OF SUPPORTING DOCUMENTS: Ordinance Service Agreement Informal Staff Report — Benchmark Findings INFORMAL STAFF REPORT MEMORANDUM To: Margie Rose, City Manager Thru: From: Date: 5/11/17 Subject: Tennis RFP Benchmarking Research Attachment: Benchmark Findings Keith Selman, Assistant City Manager S E. Jay Ellington, Director of Parks and Recreation Issue/Problem City Council member Ms. Guajardo requested information that discusses the benchmarking from other cities related to Tennis Center Management. Background & Findings The Parks and Recreation Department recently reached out to the following benchmark cities in Texas which maintain Tennis Centers: Amarillo, Arlington, Austin, Dallas, Fort Worth, Garland, Laredo, Lubbock, Plano, and San Antonio. Each of the Cities included in this survey were asked to provide information on the following questions: • Please confirm the total number of tennis centers in your City? • Are your Tennis Centers managed by the City or contracted? • Is this how your Tennis Centers have always been operated? • Are you happy with the way your Tennis Centers are operated currently? • If willing, will you share information about your Tennis Centers: revenues, expenditures, bid packets, contracts, RFPs, RFQ's, any other information? Conclusion The Cities of Austin, Amarillo, Arlington and Plano have replied to the survey and their responses have been included in the attached benchmark findings document. The Parks and Recreation Department and the Purchasing Division will continue to work together to review the benchmarking information in order to construct a RFP/RFQ for Tennis Management for HEB and Al Kruse Tennis Centers. Attachment: Benchmarking Findings Gty Management Type Maintenance Staff Utilities Programming Contractor Rent Contractor Payment Court Fee Shared Pro Shop Share Notes Corpus Christi Contract City Contract City Contract $0 Al Kruse $3,166 NEB $4,138 City/Contractor 50:50 Gty/Contractor 50:50 Amarillo Combination City Contract $0 N/A N/A N/A City receives percentage of fees and memberships Arlington City Managed City City City city 50 $0 N/A N/A Austin Contract (Routine)Contr act, (Beyond Routine) City Contract City Contract 50 53,000 City/Contractor 100:0 City Contractor 0:100 Performance award not to esceet $15,000(annual court fee revenue minus annual target of $75,000) Dallas Contract (Routine) Contract, (repairs to building, grounds and courts) City Contract N/A Contract $0 $1,000 City/Contractor 5050 City Contractor 0:100 Fort Worth Contract City Contract City Contract $25,000/yr $0 City/Contractor 0:100 Gty/Contractor 0:100 Contractor pays an annual capital improvement fee, pays City $10,500/year in revenue Garland Contract N/A N/A N/A Contract N/A N/A N/A N/A N/A Laredo Contract N/A N/A N/A Contract N/A N/A N/A N/A N/A Lubbock Gty Managed City City City City 50 SO N/A N/A City promotes and supervises junior, adult, and senior tennis progrms, receives all revenue from lessons, tournaments, concession/pro shop, rentals, registrations, and memberships Plano Combination City City City Contract 50 N/A N/A N/A Percentage of fees and lessons income San Antonio Contract Contract Contract Contract Contract 50 50 Minimum investment of$3,000annually Ordinance authorizing the City Manager or designee to execute a Service Agreement with Sweet Spot Tennis, LLC ("Contractor") for management and operations of Al Kruse Tennis Center for a term of 4 months at $3,166 per month, with up to four additional one-month extension option periods; and the Contractor will receive 95% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center and the City will receive 5% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or her designee is authorized to execute a Service Agreement with Sweet Spot Tennis, LLC ("Contractor") for management and operations of Al Kruse Tennis Center for a period of 4 months with up to four additional one-month extension option periods. SECTION 2. The City will pay the Contractor $3,166.00 per month. The City will receive 5% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center and the Contractor will receive 95% of all Pro Revenue and 50% of collected City Revenue at Al Kruse Tennis Center. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED this the day of , 2017 ATTEST: Rebecca Huerta Mayor City Secretary SERVICE AGREEMENT NO. AL KRUSE TENNIS CENTER MANAGMENT THIS Al Kruse Tennis Center Management Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Sweet Spot Tennis, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, City desires to have Contractor provide short-term management and operational services for the Al Kruse Tennis Center in response to a quote obtained from the Contractor; NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Al Kruse Tennis Center Management ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, and the Contractor's proposal, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. This Agreement is for approximately four months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division and ending on August 31, 2017. 3. This Agreement includes an option to extend the term for up to four additional one- month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 4. Compensation and Payment. The City will pay the Contractor $3,166.00 per calendar month for Services completed and accepted by the City within 30 days of receipt of an acceptable invoice. In the event the initial term does not begin at start of a calendar month the initial monthly invoice shall be paid on a pro rata basis. The Contractor will also retain 95% of the Pro Revenue and 50% of the City Revenue as further described in Attachment A. 5. 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. The City's Contract Administrator for this Agreement is as follows: Becky Perrin, Assistant Director Parks & Recreation Department (361) 826-3498 BeckyP@cctexas.com 6. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 7. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 8. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 9. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 10. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 11. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 12. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 13. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 14. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 15. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 16. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 17. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Becky Perrin, Assistant Director Parks & Recreation Department 1201 Leopard St., 2nd Floor, Corpus Christi, TX 78401 Fax: (361) 826-3864 IF TO CONTRACTOR: Sweet Spot Tennis, LLC Attn: Gerald S. Tjon-A-Joe President 14145 La Blanquila Dr., Corpus Christi, TX 78418 Fax: 18. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 19. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. 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, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 22. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement and its attachments, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement; then, B. its attachments. 23. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Proposal Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements pa Attachment A: Scope of Work 1. General Requirements A. The Contractor will operate and manage the City of Corpus Christi's Al Kruse Tennis Center("The Center") located at 502 King Street, Corpus Christi, TX 78401. B. The City will pay the Contractor $3,166.00 per month, payable monthly by the tenth business day of each calendar month during this contract for this service. Any fee due after fiscal year 2017, is subject to appropriation by City council in the applicable fiscal year budget. C. Contractor shall be granted the exclusive right to operate and collect 95% of the revenue from a Pro Shop at the Center including the right to: 1. Sell Merchandise 2. Rent rackets, ball machines, buckets of balls 3. String and repair rackets 4. Operate a food and drink concession 2. Scope of Work A. Contractor shall operate the tennis center in conformity with the laws of the State of Texas and ordinances, rules and regulation of the City of Corpus Christi. B. Contractor shall operate and manage the Center, including without limitation, all activities in the locker/restroom. C. Contractor shall employ a sufficient number of employees to assist in conducting lessons, operating the Pro Shop, and scheduling courts. All employees shall be employees of the Contractor, not the City. D. Contractor shall provide fidelity bonds for Contractor and any employees who handle cash or credit cards. These bonds must be provided to the Contract Administrator and must be a good and sufficient fidelity bond in the sum of Five Thousand ($5,000) Dollars, written by a corporate surety duly licensed under Texas laws to write fidelity bonds. These bonds must be kept in effect for the entire term of this agreement and any holdover period. These bonds must assure payment to the City of all City revenue collected by Contractor and Contractor's employees on behalf of the City and the prompt payment of five (5%) percent of Contractor's revenue, including lesson revenue, to which City is entitled. E. At City's cost, Contractor and any assistants, sub -contractors or support personnel shall complete a national background history check with the City prior to instructing. The City shall retain the right to prohibit anyone from working on this agreement based on the results of the background check. F. Contractor shall ensure all employees conduct themselves in an orderly manner and in keeping with the conduct required of employees in service organizations. Contractor shall ensure that employees do not consume intoxicating substances on premises or report to work under the influence of same. Contractor and its employees shall use language and conduct that is suitable to families and youth. G. None of the contract services may be subcontracted without the prior written approval of the Contract Administrator. H. Contractor shall adequately publish and enforce all rules and regulations governing the playing of tennis, fees and all other activities, as may be conducted at the Center. I. Contractor will provide suitable signage at the Pro Shop advising the public that the business activity is operated by the Contractor as an independent contractor and not operated by the City. J. Contractor must maintain and promote a continuing program to attract citizens and tourists to use the Center, particularly weekend play, and must maintain rental tennis rackets for use by the public. A schedule of hours of operation for must be posted and filed with the Contract Administrator. K. Contractor shall organize, promote, recruit and conduct local and United States Tennis Association (USTA) sanctioned tennis tournaments. L. Contractor shall promote the game of tennis through youth programs. M. Contractor must submit to the Contract Administrator, each month, a program of activities for the forthcoming month identifying, at a minimum, leagues, lessons, youth and adult programs, tournaments by dates and estimated number of participants and hours of operation. N. Contractor must notify the Contract Administrator of all dangerous conditions or special defects. Contractor must not use, or allow to be used, any areas of the Center which has dangerous conditions or special defects. 0. Contractor shall be responsible for providing all necessary supplies to operate and manage the tennis center. The Contractor may collect and retain rental fees for the utilization of their equipment such as ball machines. P. Contractor shall be responsible for picking up trash generated by use of the Center for classes, tournaments, clinics, camps, etc. This includes trash on and immediately around the courts, restroom facility, and office at the beginning or conclusion of use. Trash is defined as any discarded, unwanted or worthless material or object. Q. Contractor shall make no alterations to the Center without the Contract Administrator prior written approval. R. The City is responsible for all Center maintenance including utilities and custodial services and minor repairs at the Center, subject to annual appropriation of funds. Contractor shall allow the City or its designee's entrance during normal operating hours for the purpose of maintenance. In consideration of this, it is agreed that the Contractor must make no claim for any damages against the City for loss of income due to the City's failure to make any repairs. S. Contractor shall make a minimum of four tennis courts available to the public whenever the Contractor or authorized individuals are giving, or available to give tennis lessons, with the exception of tournaments. T. Contractor must collect and deposit specified percentage of City and Pro Revenue daily into the City's account. City Revenue is defined as all court fees, permit fees, locker fees, and other City charges at the then current rate set by the Contract Administrator. City Revenue does not include any Pro Revenue. Pro Revenue is defined as all gross revenue received from the Pro Shop or for the use of the Center, including but not limited to, tournaments, league play, summer camps, merchandise sales, racket rentals, tennis lessons, racket stringing, racket repairs, food and drink sales, excluding all applicable separately stated taxes and bulk merchandise sales to schools at wholesale prices if Contractor provides the Contract Administrator with a copy of the sales receipt. To be excluded from Pro Revenue, any other wholesale or bulk sale to anyone but a school, must be approved in writing by the Contract Administrator prior to the sale. Pro revenue also includes lesson revenue. Contractor has the exclusive right at the Center to give, or authorize tennis lessons, camps, or other forms of teaching sessions. If any person receiving tennis lessons does not have a tennis permit, Contractor must charge the City court fee for each lesson provided, which will be included in City Revenue. U. The City is entitled to receive 50% of the City Revenue and 5% of the Pro Revenue. Contractor must deposit, daily, fifty percent (50%) of the City Revenue and five percent (5%) of Pro Revenue, together with daily cash register tapes and the daily report at the City's designated depository. The remainder City Revenue and Pro Revenue is retained by Contractor as Contractor's separate revenue. V. Contractor shall be granted the exclusive right to operate a Pro Shop at the Center including the right to: 1. Sell Merchandise 2. Rent rackets, ball machines, buckets of balls 3. String and repair rackets 4. Operate a food and drink concession 3. Record Keeping A. Contractor shall furnish to the Contract Administrator a certified monthly statement of Pro Revenue on or before the tenth day of each month during the contract term. The Contract Administrator will approve the statement form prior to commencement of the Contract. B. Contractor shall keep accurate books of account of all Pro Revenue collected. The books of account will be open for inspection, copy, or audit by the City Manager, or designee, at all times. All books of account and backup documentation must be available to the Contract Administrator for review during the City's business hours. C. Contractor shall have all underlying documentation for Pro Revenue, lesson revenue, City Revenue and Contractor's certified monthly statement, including cash register tapes, purchase orders, invoices, sales receipts, counter information, and the like must be preserved by the Contractor during the Contract term. ATTACHMENT B Proposal of management of Al Kruse Tennis Center Gerald Tjon A Joe dba Sweet Spot Tennis LLC will provide a comprehensive Tennis program to Al Kruse Tennis center; 1. Private and group lessons provided with a USPTA certified tennis professional 2. A pro -shop that supplies the basic needs such as stringing, grips, sweatbands and concessions. 3. Programming of leagues, tournaments and play days. 4. Times of operation of the center Monday thru Thursday from 9am till 9pm, Friday from 9am to 8pm, Saturday 9am till 2pm and Sunday 1 pm till 5pm. 5. Provide the insurances required by the city. To cover the expenses of staffing the facility and provide the necessary insurances Gerald Tjon A Joe dba Sweet Spot Tennis LLC proposes the following; 1.Monthly contract of $3166.67 2. 50% of court fees 3. 95% of all sales and Lessons 5% goes to the city. Attachment C - INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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: Commercial Broad Form 2. Premises - Operations 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 WORKERS' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 CRIME $500,000 per occurrence PROPERTY Contractor will be responsible for 1. Replacement cost providing property coverage for any and all damage to personal property or equipment, regardless if owned, rented, leased or borrowed that is stored on-site. C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. Page 15 of 16 Attachment D: Warranty Warranty is not applicable for this service. Page 16 of 16 Run: 05/02/2017 at 5:00 AM CITY OF CORPUS CHRISTI, TEXAS APPROPRIATION EXPENDITURE REPORT BY ORGANIZATION FOR THE 8 MONTHS ENDED May 31, 2017 ORGANIZATION: 13222 -Al Kruse Tennis Ctr Operations Fund: 1020 - General Fd Annual Commitments & Unencumbered % of Budget Acct# Account Description Original Budget Amended Budget Expenditures Encumbrances Balance Expended 520030 Chem/hsld supplies 2,000.00 2,000.00 487.35 220.19 1,292.46 35.38 520100 Computer equip & softwar 500.00 500.00 0.00 970.00 (470.00) 194.00 520120 Office Supplies 105.00 105.00 194.00 0.00 (89.00) 184.76 520130 Maint & repairs 2,000.00 2,000.00 311.94 0.00 1,688.06 15.60 520170 Recreational supplies/eqp 878.00 878.00 911.92 0.00 (33.92) 103.86 530000 Professional services 37,992.00 37,992.00 12,351.00 0.00 25,641.00 32.51 530080 Light heat & power 17,000.00 17,000.00 6,041.62 928.06 10,030.32 41.00 530090 Utilities - city 0.00 0.00 217.29 1.93 (219.22) 0.00 530180 Non -Capital Lease PaymE 300.00 300.00 0.00 0.00 300.00 0.00 530200 Telephone/telegraph servi 1,300.00 1,375.98 459.14 75.98 840.86 38.89 530210 Building maint & service 1,000.00 1,000.00 823.00 93.00 84.00 91.60 530211 Bldg maint & Service -inter 225.00 225.00 0.00 0.00 225.00 0.00 540255 Cash shor/over 0.00 0.00 (1.75) 0.00 1.75 0.00 Total Operating Costs 63,300.00 63,375.98 21,795.51 2,289.16 39,291.31 38.00 TOTAL 63,300.00 63,375.98 21,795.51 2,289.16 39,291.31 38.00 AGENDA MEMORANDUM First Reading of Ordinance for the City Council Meeting of May 16, 2017 Second Reading of Ordinance for the City Council Meeting of May 23, 2017 DATE: May 3, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief rrocha©cctexas.com (361) 826-3932 Amending Fire Prevention Code of Ordinance to Allow a Third -Party Reporting System CAPTION: Ordinance amending Corpus Christi Code of Ordinances, Fire Prevention Code to allow third - party inspection reporting system; authorizing the City Manager or designee to execute a one year agreement with Brycer, LLC, of Warrenville, IL for a third -party inspection reporting system; providing for penalties; providing for severance; and providing for publication. PURPOSE: The Corpus Christi Fire Department is currently responsible for tracking the inspection, testing, and maintenance of fire and life safety systems within the City of Corpus Christi. Agencies that have such systems installed are required to have their systems inspected and tested by a qualified contractor on a regular basis. The proposed ordinance would allow for a third -party (BRYCER, LLC) to provide a new reporting process to service providers who inspect and test fire protection and life safety systems. The web based service will aggregate, track and streamline the collection of compliance data. The service provider will pay a nominal filing fee to BRYCER, LLC at the time of submitting the report. The Fire Prevention Division will have access to the reports at no cost. BACKGROUND AND FINDINGS: None ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of ordinance to allow for a third -party inspection reporting system. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to execute a contract with Brycer, LLC to allow for a third -party inspection reporting system. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance 2) Contract Ordinance Amending Corpus Christi Code of Ordinances, Fire Prevention Code to allow third -party inspection reporting system; authorizing the City Manager or designee to execute a one year agreement with Brycer, LLC, of Warrenville, IL for a third -party inspection reporting system; providing for penalties; providing for severance; and providing for publication. WHEREAS, Corpus Christi Fire Department is currently responsible for tracking the inspection, testing, and maintenance of fire and life safety systems within the City of Corpus Christi. Occupancies that have fire and life safety systems installed are required by the Corpus Christi Fire Prevention Code to have the systems inspected and tested on a regular basis; WHEREAS, third party providers can provide simple internet based tools that fire prevention divisions can use to track and drive code compliance, reduce false alarm activity, provide a safer community, and facilitate a more efficient review, tracking, and follow-up process with occupants to correct deficiencies and maintain systems. WHEREAS, systems requiring submittal will include fire alarm systems, sprinkler systems, standpipes, commercial kitchen hood suppression systems, special suppression systems, private hydrants, fire pumps, and spray booths. Now therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. The Corpus Christi Code of Ordinance, Chapter 18, Section 1 is amended to add Section 18-1 (b) (42) to read as follows: Section 107.3 of the International Fire Code is revised to read as follows: 107.3 Recordkeeping. A record of periodic inspections, tests, servicing and other operations and maintenance shall be maintained on the premises or other approved location for not less than 3 years, or a different period where specified in this code or referenced standards. Records shall be made available for inspection by the fire code official and a copy of the records shall be provided to the fire code official upon request. The fire code official is authorized to prescribe the form and format of such recordkeeping. The fire code official is authorized to require that certain required records be filed with the fire code official. The fire code official may utilize a third -party inspection reporting system for the prescribed recordkeeping. The administrative fee for submittals to third party inspection reporting system is $12.00 per system, per annum. Section 2. The City Manager or designee is authorized to execute a one year auto renewing agreement with Brycer, LLC of Warrenville, IL for a third -party inspection 1 reporting system with option to terminate with notice at least 90 days prior to autorenewal. Section 3. A violation of this ordinance or requirements implemented under this ordinance constitutes an offense punishable under Section 18-1(d), Code of Ordinances. Section 4. 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 this purpose. Section 5. 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. 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Council Member PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor BRYCER, LLC 4355 Weaver Parkway Suite 330 Warrenville, IL 60555 January 19, 2017 City of Corpus Christi Fire Department 2406 Leopard, Suite #300 Corpus Christi, TX 78408 Attn: Fire Chief Robert Rocha Re: "The Compliance Engine" Dear: Chief Rocha We look forward to providing you with "The Compliance Engine" (the "Solution"). This proposal letter provides the basic terms by which Brycer, LLC ("Brycer") will provide you, City of Corpus Christi Fire Department("Client"), with the Solution. The use of the Solution and all matters between Brycer and Client will be subject to the standard "Terms and Conditions" attached to this proposal as Exhibit A. The basic terms are as follows: 1. Term: Brycer will provide Client with the Solution for one year, commencing (the "initial Term"). Thereafter, the Term shall automatically renew for successive one year period unless terminated by Brycer or Client in writing at least 90 days prior to the expiration of the then current Term (each, a "Renewal Term" and together with the Initial Term, the "Term"). Following the expiration or termination of the Term (as provided in the Terms and Conditions), Client shall stop using the Solution; provided, however, Brycer shall make available, and Client shall have the right to download, Client's data from the Solution for a period of 60 days after the expiration or termination of the Term. Client shall have the right to terminate this agreement upon giving 90 days written notice to Brycer. 2. Fees: Client shall not pay any fees for use of the Solution. Brycer will collect all fees due by third party inspectors in connection with activities relating to the Solution, which may be amended from time to time upon the written agreement of Brycer and Client. Please see Exhibit C for fee schedule. 3. Brvicer Responsibilities: During the Term, Brycer shall be responsible for the following in connection with Client's use of the Solution: • Availability. Brycer shall make the Solution available to Client as set forth on Exhibit B. The maintenance schedule and minimum service levels for the Solution are set forth on Exhibit B. • Service Level. Brycer shall provide commercially reasonable levels of customer service with respect to the Solution to all third parties who transact business with Client and access the Solution. • Backup. Brycer shall backup the database used in connection with the Solution to a separate server located within the same web hosting firm which the Solution is being 2232885/3/13399 000 hosted on a real time basis. Upon request by Client or made prior to or within 60 days after the effective date of termination of the Term, Br}cer will make available to Client a complete and secure (i.e. encrypted and appropriately authenticated) download file of Client data in XML format including all schema and attachments in their native format. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security. confidentiality and integrity of Client data. Brycer shall not (a) modify Client data or (b) disclose Client data except as required by law. • Retention of Information. Brycer will maintain all information entered into the database by third party inspectors for at least five (5) years from the time such information is entered into the database. • Notices. Brycer will be responsible for generating and delivering the following notices to third parties in connection with the Solution: (a) reminders of upcoming inspections that are due; (b) notices that an inspection is past due; and (c) notices of completed inspection reports which contain one or more deficiencies. • Call Center Phone calls by Brycer on behalf of the Client to the property for EACH life -safety system overdue for service based on dates automatically tracked within the TCE database. Brycer is not an agent of the Client and all scripts for the overdue calls will be approved by the Client. • Updates and Enhancements. In the event Brycer releases any updates, corrections, or enhancements to the Solution during the Term. Brycer shall promptly provide such updates or corrections to Client free of any charge or fee. 4. Client Responsibilities: During the Term, Client shall be responsible for the following in connection with Client's use of the Solution: • Operating System. Client shall be solely responsible for providing a proper operating environment, including computer hardware or other equipment and software, for any portion of the Solution installed on the Client's equipment (the "Client Access Software") and for the installation of network connections to the Internet. In addition to any other Client Access Software requirements, Client must use version Internet Explorer 11.0, Edge, Firefox version 37, Chrome 40 or Safari 7.1 (or more recent versions), in addition to having a .pdf reader installed on machines to view attachments. • Training. Client shall allow Brycer at Client's facilities to train all applicable personnel of Client on the use of the Solution. • Information. Client shall promptly provide Brycer with all appropriate information necessary for Brycer to create the database for the Solution, including without limitation: (a) all commercial building addresses within [jurisdiction] for Brycer's initial upload; and (b) quarterly updates to in a format acceptable to Brycer in its discretion. • Enforcement. Client shall take all actions necessary to require in writing (e.g. resolution, ordinance, fire policy, code amendment) the use of the Solution by third party inspection companies. • Reports. Client will require all compliant and deficient test results to be submitted. 5. Ownership of Data. Client owns all the data provided by Client and received from third party contractors for Client. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client's data. Please acknowledge your acceptance of this proposal and our standard Terms and Conditions by counter -signing this proposal below. We look forward to a long-term and mutually beneficial relationship with you. 22328853 13399.000 Acknowledged and Agreed to this _day of ,2Q [CLIENT] By: Its: 2232885/3/13399.000 Brycer, LLC By: Its: �r.&;.lr.,. Exhibit A Terms and Conditions Any capitalized terms not defined in these Terms and Conditions shall have the meaning assigned to it in that certain Letter Agreement attached hereto by and between Brycer, LLC and Client (the "Agreement). 1 Restrictions on Use. Client shall not copy. distribute, create derivative works of or modify the Solution in any way. Client agrees that (a) it shall only permit its officers and employees (collectively, the' Authorized Users") to use the Solution for the benefit of Client, (b) it shall use commercially reasonable efi'orts to prevent the unauthorized use or disclosure of the Solution; (c) it shall not sell, resell, rent or lease the Solution, (d) it shall not use the Solution to store or transmit infnnging or otherwise unlawful or tortious material, or to store or transmit material in violation of' third party rights: (e) it shall not interfere with or disrupt the integrity or performance of the Solution or third -party data contained therein. and (1) it shall not reverse engineer. translate, disassemble, decompilc or otherwise attempt to create any source code which is derived from the Solution. Client is responsible for all actions taken by the Authorized Users in connection with the Solution. 2 Pronrictary Rights. All right, title and interest in and to the Solution and any and all derivative works or modifications thereof (the Derivative Works"), and any accompanying documentation, manuals or other materials used or supplied under this Agreement or with respect to the Solution or Derivative Works (the "Documentation"), and any reproductions works made thereof, remain with Brycer. Client shall not remove tory product identification or notices of such proprietary rights from the Solution. Client acknowledges and agrees that, except for the limited use nghts established hereunder, Client has no nght, title or interest in the Solution, the Derivative Works or the Documentation. 3 Independent Contractor Nothing in the Agreement may be construed or interpreted as constituting either party hereto as the agent, principal. employee or joint venturer of the other. Each of Client and Brycer is an independent contractor. Neither may assume, either directly or indirectly, any liability of or for the other party. Neither party has the authority to bind or obligate the other party and neither party may represent that it has such authority. 4. Reservation of Rights. Brycer reserves the right. in its sole discretion and with prior notice to Client, to discontinue, add, adapt, or otherwise modify any design or specification of the Solution and/or Brycer's policies, procedures, and requirements specified or related hereto. All rights not expressly granted to Client are reserved to Brycer, including the right to pmvidc all or any part of the Solution to other parties. 5. Use of !Amos. During the term of this Agreement, Brycer shall have the right to use Client's logos for the purpose of providing the Solution to Client. 6. Confidential lnforttgttion. Brycer and Client acknowledge and agree that in providing the Solution. Brycer and Client, as the case may be, may disclose to the other party certain confidential, proprietary trade secret information ("Confidential Information"). Confidential Information may include, but is not limited to. the Solution, computer programs, flowcharts. diagrams, manuals, schematics, development tools. specifications, design documents, marketing information, financial information or business plans. Each party agrees that it will not, without the express prior written consent of the other party, disclose any Confidential Information or any part thereof to any third party. Confidential Information excludes information: (a) that is or becomes generally available to the public through no fault of the receiving party; (b) that is rightfully received by the receiving party from a third party without limitation as to its use: or (c) that is independently 223288513/13399.000 developed by receiving party without use of any Confidential Information. At the termination of this Agreement, each party will return the other party all Confidential Information of the other party Each party also agrees that it shall not duplicate. translate, modify. copy, printout, disassemble, decompile or otherwise tamper with any Confidential Information of the other party or any firmware, circuit board or software provided therewith. Notwithstanding the foregoing. the parties acknowledge that Client shall be permitted to comply with any all federal and state laws concerning disclosure. 7. Brycer Warranty Brycer represents and warrants to Client that Brycer has all rights necessary in and to any patent, copyright. trademark, service mark or other intellectual property right used in, or assoctated with. the Solution, and that Brycer is duly authorized to enter into this Agreement and provide the Solution to Client pursuant to this Agreement. 8. )7isclaimer All information entered into Brycer's database is produced by third party inspectors and their agents. THEREFORE, BRYCER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ENTERED INTO BRYCER'S DATABASE BY EITHER CLIENT OR THIRD PARTY INSPECTORS. EXCEPT AS SET FORTH IN SECTION 7, BRYCER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOLUTION OR ANY OTHER INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. ARE HEREBY DISCLAIMED. INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRYCER'S SOLE LIABILITY FOR BREACH OF THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 7, AND CLIENTS SOLE REMEDY, SHALL BE THAT BRYCER SHALL INDEMNIFY AND HOLD RECIPIENT HARIIILESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE. CLAIM OR DEFENSE ARISING OUT OF BREACH OF THE REPRESENTATION AND WARRANTY. 9 LIMITATION ON DAMAGE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, IN NO EVENT SHALL BRYCER BE LIABLE FOR OR OBLIGATED IN ANY MANNER FOR SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE. LOSS OF PROFITS OR SYSTEM DOWNTIME. CLIENT ACKNOWLEDGES AND AGREES THAT IN NO CASE SHALL BRYCER 'S LIABILITY FOR ANY LOSS OF DATA OR DATA INTEGRITY EXCEED THE REPLACEMENT COST OF THE MEDIA ON WHICH THE DATA WAS STORED. 10 Risks Inherent to intense( Client acknowledges that. (a} the Internet is a worldwide network of computers. fb) communication on the Internet may not be secure. (c) the Internet is beyond the control of Brycer, and (d) Brycer does not own. operate or manage the Internet. Client also acknowledges that there are inherent risks associated with using the SGIution, including but not limited to the risk of breach of security. the risk of exposure to computer viruses and the risk of interception. distortion. or loss of communications. Client assumes these risks knowingly and voluntarily and indemnifies and holds Brycer harmless from all liability from all such risks. Not in limitation of the foregoing, Client hereby assumes the risk, and Brycer shall have no responsibility or liability of any kind hereunder, for: (I) errors in the Solution resulting from misuse. negligence, revision, modification. or improper use of all or any part of the Solution by any entity other than Brycer or its authorized representatives; (2) any version of the Solution other than the then-currem unmodified version provided to Client. (3) Client's failure to timely or correctly install any updates to the Client Access Software; (4) probkms caused by connecting or failure to connect to the Internet; (5) failure to provide and maintain the technical and connectivity configurations for the use and operation of the Solution that meet Bryccr's recommended requirements; (6) nonconformities resulting from or problems to or caused by non-Brycer products or services: or (7) data or data input, output, accuracy, and suitability, which shall be deemed under Client's exclusive control. 11. Indemnity. Brycer (the "Indemnifying Party") will defend and indemnify the Client against any damages, losses, liabilities, causes of action, ensu or expenses (including reasonable attorneys' fees) arising from the Brycer's breach of this Agreement. gross negligence or intentional misconduct Brycer will defend and indemnify Client against any damages, losses. liabilities. costs or expenses (including reasonable attorneys' fees), claims, demands, suits or proceedings made or brought against Client by a third party in connection with Client's or an Authorized User's use of the Solution. or any action or inaction taken by a third party, including, but not limited to. third party inspectors, in connection with such third party providing services for Client or otherwise at Client's or an Authorized User's request or direction 12 loch Brycer shall have the right to terminate or suspend this Agreement, and all of Client's rights hereunder, immediately upon delivering written notice to Client detailing Client's breach of any provision of this Agreement. If Client cuffs such breach within 5 days of receiving written notice thereof, Brycer shall restore the Solution and Client shall pay any fees or costs incurred by Brycer in connection with the restoration of the Solution. 13 )llegal Payments Client acknowledges and agrees that it has not received or been offered any illegal or improper hnbe. kickback, payment, gift or anything of value from any employee or agent of Brycer in connection with the Agreement. 14 Benctj juries. There are no third party beneficiaries to the Agreement. 15 force Maieure. Neither party shall be responsible for any failure to perforin due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authonties, lire, floods. earthquakes, blackouts. accidents, or strikes. In the event of any such delay, any applicable period of time for action by said party may be deferred for a period of time equal to the time of such delay, except that a party's failure to make any payment when due hereunder shall not be so excused, 16 Notices. All notices requited in the Agreement shall be etTective. (a) if given personally, upon receipt; (b) if given by facsimile or electronic mail, when such notice is transmitted and confirmation of receipt obtained; (c) if mailed by certified mail. postage prepaid, to the last known address of each party, three business days atter mailing: or (d) if delivered to a nationally recognized overnight coiner service, one business day after delivery 17 Assianmcnl. The Agreement may not be assigned or transferred by Client without the prior written consent of Brycer and any purported transfer in 'iolation of this section shall be null and void. The Agreement shall be binding upon and inure to the 223288513!13399 000 benefit of the panics thereto and their respective successors and representatives 18. JURISDICTION AND VENUE. THE AGREEMENT SHALL. BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND ENFORCEABLE UNDER_ THE LAWS OF THE STATE OF TEXAS. THE PARTIES IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY. MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO TIIE: AGREEMENT SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN NUECES COUNTY. STATE OF TEXAS,. THE PARTIES HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL. STATE OR FEDERAL COURT LOCATED WITHIN SAID STATE AND COUNTY. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 19. Attorneys" Fees. The prevailing party in any proceeding in connection with the Agreement shall be entitled to recover from the non -prevailing party all costs and expenses, including without limitation. reasonable attorneys' and paralegals' fees and costs incurred by such party in connection with any such proceeding. 20. Entire Agreement. The Agreement sets out the entire agreement between the parties relative to the subject matter hereof and supersedes all prior or contemporaneous agreements or representations. oral or written. 21. Amendment. The Agreement may not be altered or modified. except by written amendment which expressly refers to the Agreement and which is duly executed by authorized representatives of both paries. The waiver or failure by either parry to exercise or enforce any right provided for in the Agreement shall not be deemed a waiver of any further right under the Agreement. Any provision of the Agreement held to be invalid under applicable law shall not render the Agreement invalid as a whole, and in such an event, such provision shall be interpreted so as to best accomplish the intent of the paries within the limits of applicable law. The Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument 77 fspjration. The rights and obligations contained in these Tents and Conditions shall survise any expiration or termination of the Agreement 23. Certificate of Interested Panics, Consultant agrees to comply with Texas Government Cade section 2252,908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of "interested parties" with respect to entities that enter contracts with cities These interested parties include: (1) persons with a -controlling interest" in the entity, which includes: a. :an ownership interest or participating interest in a business entity by virtue of units. percentage, shares, stock or otherwise that exceeds 10 percent: b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members, or c. service as an officer of a business entity that has four or fewer officers. or service as one of the four officers most highly compensated by a business entity that has more than four officers (2).a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental critic) or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at hnpsJ/www,cthi s.statc.tx.ustwhntsnew/elf_info form1293 hurt The form must then be printed, signed, notarized and filed with the City For more information, please review the Texas Ethics Commission Rules at hups Jlwwyy.cal ics.statc. tx,us/Iegal/ch46.html 2232885/3/13399.000 24 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For mare information end to determine if you need to file a Farm CIQ, please review the information on the City Secretary's website al http://www,cctexas,cont/r ovcrnm nt/city- S relarr/conflict-disclosure/index Exhibit B Maintenance Schedule and Minimum Service Levels 1. Uptime and Maintenance. The Solution shall be available 24 hours per day during the term of this Agreement. The Solution shall be fully functional, timely and accessible by Client at least 99.5% of the time or better and Brycer shall use reasonable efforts to provide Client with advance notice of any unscheduled downtime. Response Time. Brycer shall respond to telephone calls from Client within two hours of the call and/or message and all emails from Client within two hours of the receipt of the email. 3. Customer Support Customer support hours are 24/7.'365. The toll free number is 1-855-279-2371 Brycer will assign client a dedicated customer representative with direct access to their email and work number. BRYCER PRICING MODEL THE COMPUANCE ENGINE BY BIt(CER System Type Submittal Option Price Billing Frequency Active Smoke Control System Annual $12.00 Annual Automatic Closing Fire Assemblies (Fire Door) Annual $12.00 Annual Automatic Fire Sprinkler System Annual, Quarterly, Monthly $12.00 Annual Clean Agent Annual, Semi -Annual $12.00 Per Submittal Commercial Kitchen Exhaust System (Cleaning) Annual, Semi -Annual Quarterly, Monthly $12.00 Per Submittal Commercial Kitchen Hood Suppression System Semi -Annual $12.00 Per Submittal Emergency Generator Annual $12.00 Annual Emergency Responder Radio Amplifier Annual $12.00 Annual Fire Alarm System Annual, Quarterly, Monthly $12.00 Annual Fire Escape Annual, 5 -Year $12.00 Annual Fire Pump Annual, Quarterly, Monthly $12.00 Annual Private Hydrant System Annual $12.00 Annual Special Suppression System Annual, Semi -Annual $12.00 Per Submittal Spray Booth Annual, Semi -Annual $12.00 Per Submittal Standpipe Annual, 5 -Year $12.00 Annual Exhibit C CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-179802 Date Filed: 03/17/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. BRYCER, LLC Warrenville, IL United States 2 Name of governmental entity or state agency that is a parry to the contract for which the form is being filed. City of Corpus Christi Fire Department 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 171073 Web based compliance software 4 Name of Interested Party City, State, Country (piece of business) Nature of interest (check applicable) Controlling 1 Intermediary MDR Capital, LLC Wheaton, IL United States X Bryan, Schultz Warrenville, IL United States X Matthew, Rice Warrenville, IL United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT AFFIX Sworn 20 �{ I I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. '•�� OFFICIAL SEAL NICOLENONO NOTARY PUBLICC -STATTE OFF ILLINOIS MY COMMISSION EXPIRES:03105/19 Signature of authorized agent of contracting business entity j� CGThatJ 1C[� I 1 , this the 7 day of Mara) NOTARY STAMP to and subscribed L7 , to certify / SEAL ABOVE before me by the said which, witness my hand and seal of office. dCol( - - v cou of officer administering oath A i, Signature of officer administer ng oath Pr need name of officer administering oath Title Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AGENDA MEMORANDUM First Reading of Ordinance for the City Council Meeting of May 16, 2017 Second Reading of Ordinance for the City Council Meeting of May 23, 2017 DATE: April 28, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief rrocha©cctexas.com (361) 826-3932 2017 Local Emergency Planning Committee Grant throughTexas Commission on Environmental Quality (TCEQ) Grant in the Amount of $92,662.80 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee (LEPC) in the amount of $92,662.80 from the Texas Commission on Environmental Quality (TCEQ) for reimbursement of expenses for Purchase of a Hazmat ID Detection Device for the Corpus Christi Fire Department, Update First Responder Service Areas in Nueces County, and City of Bishop Dispatch and EOC Enhancement Project; and appropriating the $92,662.80 in the No. 1062 Fire Grants Fund. PURPOSE: The Texas Commission on Environmental Quality (TCEQ) has informed the City of Corpus Christi/Nueces County Local Emergency Planning Committee that it has been awarded a grant in the amount of $92,662.80 for the following projects. Purchase of a Hazmat ID Detection Device for the Corpus Christi Fire Department. The Hazmat ID is a handheld detection device that analyzes unknown samples of liquid or solid materials. Its size and weight allows firefighters to access difficult locations. It also allows sampling of most materials with no contact by the firefighter, therefore increasing safety to first responders. City of Bishop Dispatch and EOC Enhancement Project. This project will modernize and standardize the current communication system in Bishop by purchasing a 911 phone/computer software system. The upgraded system will enhance rapid dispatch of first responders in the area. Update First Responder Service Areas in Nueces County. A consultant will be hired to review Emergency Service Numbers (first responder service areas) in Nueces County. This data informs 911 dispatchers which first responders should be sent to an emergency call. The Industrial District and Port of Corpus Christi emergency service areas will also be identified to enhance responses during a hazmat situation. This update is needed due to the growth of population and industry. BACKGROUND AND FINDINGS: None ALTERNATIVES: If we don't accept the grant, we will have to seek alternative funding. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of ordinance to accept and appropriate grant funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance — Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $92,662.80 $92,662.80 BALANCE $92,662.80 $92,662.80 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to execute all documents necessary to accept the grant and appropriate the funds in the amount of $92,662.80 LIST OF SUPPORTING DOCUMENTS: 1) Ordinance 2) Contract Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant to the City of Corpus Christi/Nueces County Local Emergency Planning Committee (LEPC) in the amount of $92,662.80 from the Texas Commission on Environmental Quality (TCEQ) for reimbursement of expenses for Purchase of a Hazmat ID Detection Device for the Corpus Christi Fire Department, Update First Responder Service Areas in Nueces County, and City of Bishop Dispatch and EOC Enhancement Project; and appropriating the $92,662.80 in the No. 1062 Fire Grants Fund. 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 to the City of Corpus Christi/Nueces County Local Emergency Planning Committee (LEPC) in the amount of $92,662.80 from the Texas Commission on Environmental Quality (TCEQ) for reimbursement of expenses for Purchase of a Hazmat ID Detection Device for the Corpus Christi Fire Department, Update First Responder Service Areas in Nueces County, and City of Bishop Dispatch and EOC Enhancement Project. SECTION 2. That $92,662.80 is appropriated in the No. 1062 Fire Grants Fund That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Council Member PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Texas Commission on Environmental Quality (TCEQ) Local Emergency Planning Committee (LEPC) Grant Program CONTRACT SIGNATURE PAGE Contract Name: Nueces County LEPC Contract Number: 582-17-71553 Performing Party: City of Corpus Christi - Local Emergency Planning Committee (LEPC) Performing Party Identification Number: 17460005741 Maximum Authorized Reimbursement: $92,662.8o Effective Date: ❑ ® Date of last signature Expiration Date: ® 12/31/2017 ❑ Last day of Fiscal Year in which the Contract was signed ❑ If checked, this Contract requires matching funds. Match Requirement: ❑ If checked, this Contract is funded with federal funds. CFDA Number: Federal Grant Number: This Contract is entered under: ❑ Gov't Code ch. 77i ❑ 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, agree as follows: (a) to be effective, the Contract must be signed by an authorized official of the TCEQ and the Performing Party; (b) this Contract consists of all documents specified in the list of Contract Documents following this page; and (c) TCEQ will reimburse Allowable Costs subject to the Texas Uniform Grant Management Standards (UGMS) and this Contract. City of Corpus Christi - Local Emergency TCEQ Planning Committee (LEPC) By: By; Authorized Signature Authorized Signature Kelly Cook Apr3ie c. ROSS Printed Name Printed Name Director. Critical Infrastructure Division 1-e y e Y Title Title Date Date Procurements & Contracts Representative Arthur L. French. CTCM. CTPM Printed Name Date TEXAS COMMISSION ON Page 1 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 CONTRACT DOCUMENTS LIST This Contract between TCEQ and the Performing Party consists of the Contract Documents listed on this page. Documents on this list include all amendments. In the event of a conflict of terms, the Contract Documents as amended control in the descending order of the list, subject to provisions in the Special Terms and Conditions, if any. All Contract 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. • Contract Signature Page • Contract Documents List (this page) • Special Terms and Conditions • Scope of Work (Includes Cost Budget) • General Terms and Conditions • Notices, Project Representatives and Records Locations • TCEQ — Approved Grant Application (incorporated by reference) • Attachment A — Financial Status Report (FSR) • Attachment B — Release of Claims • Attachment C — Budget Revision Request (BRR) • Attachment D — Performing Party Performance Evaluation TEXAS COMMISSION ON Page 2 of 3t Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 Special Terms and Conditions TEXAS COMMISSION ON Page 3 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 SPECIAL TERMS AND CONDITIONS ARTICLE 1. SPECIAL CONDITIONS The Performing Party agrees to these Special Conditions. ARTICLE 2. DEFINITIONS Unless defined herein, terms in this Agreement will have their plain meaning. The following terms have the meanings indicated. 2.1 Approved Grant Application- The grant application submitted by the Performing Party listing the requested grant activities proposed for grant funding, including any amendments or supplemental conditions added to the application. The Application is used to develop the Scope of Work of this contract. In case of conflict between the application and the Scope of Work, the Scope of Work will take precedence. 2.2 Approved Grant Application Summary- The contract document listing the Grant Activities from the Approved Grant Application that have been approved for funding, also referred to in this contract as the Scope of Work. 2.3 Financial Status Report (FSR) — Form and supporting documentation tracking overall budget compliance and documenting expenditure of grant funds. Term may be used interchangeable with Request for Reimbursement for projects where funds have been advanced to the Performing Party. 2.4 Grant Activities — activities the Performing Party has agreed to perform under this contract that are detailed in the Scope of Work. 2.5 Request for Reimbursement (RFR) — Forms and documentation required to be submitted in order to receive reimbursement for allowable costs incurred and paid by the Performing Party, also referred to in this contract as an "invoice". For grants where advance payments have been provided, this term is synonymous with Financial Status Report. ARTICLE 3. PERFORMING PARTY'S CERTIFICATIONS. By signing this Contract, the Performing Party certifies that the following are true and acknowledges that the Contract may be terminated and payment may be withheld if these certifications are inaccurate. Performing Party agrees to give prompt written notice to the TCEQ if there is any material change in these representations or certifications." a. Debt to State. The Performing Party is not indebted to the state and does not have an outstanding tax delinquency. The Performing Party understands that the Texas Comptroller is precluded by state law from paying any person who is indebted to the state or has a tax delinquency. The Performing Party must comply with all state and federal tax laws and fee requirements and is solely responsible for filing all required state and federal tax and fee forms. b. Child Support Payments. The Performing Party is neither an individual nor a business organization with an ownership interest of at least 2596 by an individual who is in arrears on child support payments. Under Texas Family Code Section 231.006 (relating to child support), the Performing Party certifies that the individual or business entity named in this contract is not ineligible to receive the specified grant and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate. If the Performing Party is subject to § 231.006, prior to signing this Contract, Performing Party must provide TCEQ the names and Social Security numbers of each person with at least 25% ownership of the Performing Party. c. Nondiscrimination. The Performing Party will comply with all state and federal statutes relating to nondiscrimination. d. Grant Administration. The Performing Party will maintain an appropriate grant management administration system to ensure that all terms, conditions, and specifications of the Contract, including these certifications and assurances, are met. TEXAS COMMISSION ON Page 4 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 e. Contracting with a Current or Former Executive Head of a State Agency. The Performing Party certifies that it complies with Texas Government Code Section 669.003, relating to contracting with a current or former executive head of a state agency. Performing Party represents that no person who is serving or in the past four years served as an executive head of the TCEQ or any other state agency was involved with or has any interest in this Contract, including being an employee of the Performing Party. If the Performing Party employs or has used the services of a current or former executive head of TCEQ or other state agency, the Performing Party will provide the following information to TCEQ prior to executing this Contract: Name of Former Executive, Name of State Agency, Date of Separation from State Agency, Position with Performing Party, and Date of Employment with Performing Party. f. Suspension, Debarment, and Terrorism. The Performing Party certifies that it and its principals are eligible to participate in this Contract and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity, and that the Performing Party is in compliance with the State of Texas statutes and rules relating to procurement, and that the Performing Party is not listed on the federal government's terrorism watch list as described in Executive Order 13224. Hurricane Katrina and Other Natural Disasters. Under Section 2155.006(b) of the Texas Government Code, a state agency may not award a grant that includes proposed financial participation by a person who, during the five-year period preceding the date of the award, has been: (1) convicted of violating a federal law in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Texas Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or (2) assessed a penalty in federal civil or administrative enforcement action in connection with a contract awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, Hurricane Katrina, or any other disaster occurring after September 24, 2005. Under Section 21'c.006, Government Code, the vendor certifies that the Performing Party is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. g. h. Texas Government Code Chapter 573. Performing Party must comply with Texas Government Code Chapter 573, by ensuring that no officer, employee, or member of the Performing Party's governing body or of the Performing Party's contractor shall vote or confirm the employment of any person related within the second degree of affinity or the third degree of consanguinity to any member of the governing body or to any other officer or employee authorized to employ or supervise such person. This prohibition shall not prohibit the employment of a person who shall have been continuously employed for a period of two years, or such other period stipulated by local law, prior to the election or appointment of the officer, employee, or governing body member related to such person in the prohibited degree. ARTICLE 4. ADVANCE PAYMENT 4.1 The TCEQ may provide the funds in advance of the Performing Party's incurring anticipated costs of Contract Activities. 4.2 By paying advance payments the TCEQ does not waive any requirements for the reimbursement of costs. The TCEQ may at any time before or after any advance payment request additional evidence concerning costs. The TCEQ may audit the records of the Performing Party and may also audit the Performing Party's performance as to any Contract activity and any other Contract requirement. 4.3 Advance Payments are conditioned on the approval of a Financial Status Report (FSR). If the FSR does not demonstrate Performing Party has complied with the Contract requirements, the TCEQ may withhold approval or reject the FSR. 4.4 If the Performing Party falls behind in the schedule of the Grant Activities or fails to utilize the amount of any Advance Payment, the TCEQ may reduce the amount of the next Advance Payment by a comparable sum or require the return of previously advanced funds. 4.5 All advanced funds must be expended by December 31, 2017. Upon submission and approval of the final FSR, any remaining unobligated Advance Payment must be returned to the TCEQ by February 15, 2018, unless retention of funds is authorized by the TCEQ. Upon written notice by the TCEQ, any unspent TEXAS COMMISSION ON Page 5 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 Advance Payment must be returned to the TCEQ within the TCEQ's 3o day notice to the Performing Party. ARTICLE S. ELIGIBILITY FOR COST REIMBURSEMENT 5.1. The TCEQ will reimburse the Performing Party for those costs which are eligible for reimbursement in accordance with all requirements of this Contract. Costs are considered eligible for reimbursement when the TCEQ, in its sole discretion, determines that the costs are the reasonable, necessary, actual, and allowable costs of implementing the Grant Activities approved by the TCEQ. Costs must be included in the Scope of Work to be eligible for reimbursement. Determinations of eligibility for reimbursement are solely within the discretion of the TCEQ. Procurement 5.2. The requirements of the Texas Uniform Grants Management Standards (UGMS), Part III. State Uniform Administrative Requirements for Grants, Subpart C, Post -Award Requirements .36 Procurement, will apply within the discretion of the TCEQ. Reasonable Costs 5.3. To be reimbursable, a cost must be reasonable. Criteria for determining reasonableness of costs include the following: 5.3.1. Whether it is the type of cost generally recognized as ordinary and necessary for the conduct of the Performing Party's business or the performance of the Grant Activities; 5.3.2. Generally accepted sound business practices, competitive procurement, arm's length bargaining, and Federal and State laws and regulations; 5.3.3. The Performing Party's responsibilities to the TCEQ, other customers, the owners of the business, employees, and the public at large; and 5.3.4. Any significant deviations from accepted industry -established practices. 5.4. In general, for the cost of the Performing Party's goods and services to be reasonable, they must be procured through a competitive process in which bids, quotes, or proposals are solicited from an adequate number of qualified suppliers. Where competition is not feasible, UGMS .36 permits non- competitive procurement. For non -competitively procured items, the reasonableness of the Performing Party's costs must be established through a price analysis, which the Performing Party shall submit to the TCEQ upon request. A price analysis analyzes a vendor's price in comparison to other market prices for similar goods and services. A price analysis should compare at least three vendors' prices. For non- competitively procured items, the Performing Party must perform a cost analysis analyzing the vendor's costs to produce the goods & services, which the Performing Party shall submit to the TCEQ upon request. Necessary Costs 5.5. Necessary costs include costs which are directly attributable to the implementation of the Grant Activities and must be included in the original application and the Scope of Work. Actual Costs 5.6. The criteria for actual costs include: 5.6.1. the direct costs paid for implementing the Grant Activities; or 5.6.2. the true price charged by a vendor/contractor to the Performing Party for implementing the Grant Activities. 5.7. Unless expressly authorized by the TCEQ, actual costs do not include: 5.7.1. amounts which the Performing Party owes or agrees to pay the vendor or contractor for any purpose other than the implementation of Grant Activities; 5.7.2. amounts in the charges which the vendor/contractor intends to return to the Performing Party in the form of cash, goods, services, gifts, intangibles, discounts or any other items of value; and 5.7.3. amounts which are reimbursed by other public sources or for which tax credits or other public financial incentives are received by the Performing Party. 5.8. The Performing Party's and its subcontractors' documentation of expenses is required under the General Conditions. Allowable Costs TEXAS COMMISSION ON Page 6 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 5.9. In order to be allowable, costs must be included in the Scope of Work, and must satisfy the requirements of: this Contract, the UGMS, state agency rules, and all applicable state and federal laws. 5.10. If travel costs are authorized in the Scope of Work, reimbursement of travel costs may not exceed the amounts explained in this section. 5.10.1. Reimbursement for lodging and meals within the State of Texas is to be equal to the rates allowed for state employees under the State of Texas Travel Allowance Guide. 5.10.2. Reimbursement for lodging and meals when traveling outside of the State of Texas is to be equal to the rates allowed for state employees under the State of Texas Travel Allowance Guide and may not exceed the maximum established in the federal General Services Administration travel regulations. 5.10.3. Mileage reimbursement rates are also established in the State of Texas Travel Allowance Guide. 5.10.4. Expenses for lodging and meals are limited to only actual expenses and must be supported by receipts to be reimbursable. Indirect Costs 5.11. Indirect costs are not reimbursable under the terms of this Contract. Preapproval of Costs 5.12. If the specific details of costs to be incurred under the "Travel," "Equipment," "Contractual," or "Other" costs categories are not already explained in the Scope of Work, then prior to incurring those costs, the Performing Party must submit revised forms to show those details and receive authorization from the TCEQ for those expenses. 5.13. Upon TCEQ request, prior to signing a subcontract to be funded under this Contract, the Performing Party must submit the subcontract to the TCEQ for review and must receive approval from the TCEQ before entering into the subcontract. Additional Evidence 5.14. The TCEQ may at any time before or after receiving invoices, as necessary in its sole discretion, request additional evidence concerning costs. Additional Criteria for Reimbursement 5.15. The TCEQ may at any time, in its sole discretion, establish additional criteria and requirements for reimbursement of costs as serves the best interest of the State. Costs in Scope of Work are Maximum Amounts, Not a Guarantee 5.16. Amounts of costs stated in the Scope of Work are maximum amounts of reimbursement. By stating the amounts, the TCEQ does not 1) guarantee payment of those amounts or 2) waive the requirements for invoicing which must subsequently and continually be satisfied by the Performing Party. The amount of costs for which invoices may be submitted is the lesser of: 1) the costs stated in the Scope of Work or 2) the actual eligible costs. No Entitlement to Funds 5.17. The Performing Party has a continuing obligation to satisfy the requirements for reimbursement. Neither a request for reimbursement nor the TCEQ's payment of reimbursement nor any other action will establish an entitlement in the Performing Party to payment from the TCEQ. 5.18. By paying a request for reimbursement or advancing funds, the TCEQ does not waive any requirements for the reimbursement of costs. The TCEQ may at any time before or after reimbursement, in its sole discretion, request additional evidence concerning costs. The TCEQ may audit the records of the Performing Party and may also audit the Performing Party's performance as to the Grant Activities, and the Administrative Requirements. Offsets for debts owed to the State 5.19. The TCEQ may offset against reimbursement payments, any amounts owed by the Performing Party or its principals to the TCEQ, the State of Texas, or for child support. TEXAS COMMISSION ON Page 7 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 ARTICLE 6. REQUEST FOR REIMBURSEMENT 6.1. In order to receive reimbursement for eligible expenses and document expenditure of advanced funds, the Performing Party shall submit monthly, a completed TCEQ Request for Reimbursement (RFR) form, to be made available to the Performing Party by the TCEQ. The RFR shall be submitted no later than 15 days after the end of the following month. Each RFR shall be accompanied by a properly completed FSR for each activity for which reimbursement is requested. For a RFR solely documenting expenditure of advanced funds and not requesting payment, only submission of an FSR is necessary. The request and forms shall be mailed or delivered to: Texas Commission on Environmental Quality ATTN: Deanna Sivek Critical Infrastructure Division, MC -1T7 Texas LEPC Grant Program PO Box 13087 Austin, TX 78711-3087 6.2 Performing Party may submit requests and forms electronically via email. The scanned copies of the request, forms, and Supporting Documents in pdf format shall be emailed to LEPCGRANTS@tceq.texas.gov 6.3. All RFR's shall be completed on forms provided by the TCEQ. The report shall also list and explain any additional financial incentive received by the Performing Party that directly offsets the activity costs reported by the PERFORMING PARTY, including tax credits or deductions, other grants, or any other public financial assistance. 6.4. If not previously required to be submitted prior to execution of this Contract, a properly completed Texas Application for Payee Identification Number must be completed and submitted with the first invoice, or prior to request for advanced funds. 6.5. A final RFR, indicating in the appropriate box that it is the final request, shall be submitted to the TCEQ by no later than forty-five (45) days after the date listed in Article 4.5 of the Special Terms of this Contract. 6.6. All RFR's shall contain sufficient identification of and information concerning the costs incurred and paid so as to enable the TCEQ to ascertain the eligibility of a particular cost and to enable subsequent audit thereof. Supporting documentation materials, as directed by the TCEQ in the instructions accompanying the forms, shall be attached to the report forms to clearly show that the cost was incurred and paid. 6.7. If an RFR does not satisfactorily demonstrate the accomplishment of the required tasks, or that costs are allowable, eligible, actual, and incurred and paid costs, the TCEQ may reject the RFR, or FSR in the case of advanced funds, until such time as the deficiencies have been corrected. Satisfactory accomplishment of a task is within the judgment of the TCEQ; however, such judgment must be reasonable. 6.8. The TCEQ is not obligated to make payment until the RFR is approved by the TCEQ. Further, the TCEQ reserves the right to suspend or withhold all or part of a payment or all payments as authorized by the Contract. 6.g. All RFR's under this Contract shall be submitted in accordance with the requirements set forth in this Contract. Such submittals shall contain sufficient detail for audit thereof. 6.10. The TCEQ may at any time before or after approval of the RFR or FSR, as necessary in its sole discretion, request additional evidence concerning costs. 6.11. The reimbursement of funds is contingent upon the Performing Party's satisfactory adherence to the terms of this Contract. Failure to adhere to the terms of this Contract, in particular those requirements concerning progress and financial reporting or the documentation of reported expenditures, shall be grounds for the TCEQ to: suspend payments pending the Performing Party's satisfactory completion, revision, or correction of services or reports; request return of unexpended advanced funds; or for termination of this Contract in accordance with the General Conditions and for such other remedies as are allowed by law. TEXAS COMMISSION ON Page 8 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 6.12. Required Forms: The Performing Party, and any subcontractor or subrecipient if any, in order to obtain reimbursement for those expenditures authorized under this Contract, shall submit, pursuant to the Grant Activities, a fully completed and legible: 6.12.1. Progress Report; 6.12.2. Reimbursement Forms, including an FSR; 6.12.3. Supplemental Request for Reimbursement Forms) for those budget categories with expenses; and 6.12.4. Release of Claims (the PERFORMING PARTY only and only with final RFR). Reimbursement Forms 6.13. Request for Reimbursement: Each filed TCEQ RFR shall contain sufficient identification of, and information concerning, the costs incurred so as to enable the TCEQ to ascertain the eligibility of a particular expenditure and to enable subsequent audit thereof. Each RFR shall indicate, for each budget category the Performing Party's project expenditures for the period in question, the cumulative expenditures with respect to each budget category, and the balance remaining in each budget category following reimbursement of the amount being requested. 6.14. Historically Underutilized Business (HUB): The Performing Party will use its best efforts to provide opportunities for HUBs to participate in subcontracting under this Contract. The Performing Party must notify the TCEQ of the steps it has taken to provide opportunities for HUBs to participate, and the extent to which HUBs are being utilized as subcontractors under this Contract. 6.15. Required Documentation: When the Performing Party is required to attach source documentation for a reimbursable cost that documentation shall: 6.15.1. be legible; 6.15.2. identify the specific equipment received or the services provided; 6.15.3. clearly identify the vendor or subcontractor who provided the equipment or services (the Performing Party shall require all subcontractors to use the Financial Status Report forms and Request for Reimbursement forms to file for reimbursement of services and equipment); and 6.15.4. confirm the reimbursable amount listed on the form. The documentation shall consist of a dated invoice that shows the amount billed to the Performing Party, any "past due" amount from previous invoices, and explanation of services provided. The Performing Party or subcontractor must provide any other documentation requested by the TCEQ. Although canceled checks represent the preferred types of documentation for purposes of this section, the Performing Party or subcontractor may substitute/attach other records or documents that provide the same type of information, such as issued purchase orders and/or invoices marked "received/paid", or other evidence of payment. The Performing Party or subcontractor 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. 6.16. Vendor or Subgrantee Services Not Procured Using Price Competition: Information detailing the expenses incurred shall be submitted along with an explanation of the services provided. For any expenses (goods or services) which are not procured using price competition, the Performing Party must perform a price or cost analysis to determine the reasonableness of the price and maintain documentation of such analysis which shall be produced to the TCEQ upon request. 6.17. All requests for reimbursement of expenditures that fall within either the Personnel/Salary categories of the Scope of Work, if authorized and included, shall be itemized by the Performing Party or subcontractor. 6.17.1. Personnel/Salary: No supporting documentation is required to be attached invoice with respect to reported "Personnel/Salary" expenditures on the invoice. The Performing Party or subcontractor is expected to maintain signed time sheets that can serve to verify the total, overall hours of staff time being directly billed to this Contract. 6.18. Travel: If employee travel costs are authorized and included in the Scope of Work, all costs listed in the invoices must be documented with information that identifies the name of the traveler(s), dates of travel, purpose/location of travel, costs far meals, transportation, and lodging to substantiate the reported reimbursable costs. If TCEQ waives the requirement for submitting the following travel documentation with the RFR, documentation which must be maintained by the Performing Party or subcontractor and TEXAS COMMISSION ON Page 9 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 made available during an on-site audit/monitoring visit, or upon request, for the purpose of substantiating travel -related costs, includes the following: (i) legible copies of the Performing Party- or subcontractor -approved travel vouchers, or other equivalent documentation, signed by the employees who traveled; and (2) any travel -related expenses under this Contract borne directly by the Performing Party or subcontractor (and for which reimbursement by the Performing Party to the traveler was not required). Receipts should be separate and show, at a minimum, the traveler's name, the travel location, and the travel date(s). 6.19. All RFR's with expenditures that fall within the Equipment, Supplies, Other, Contractual, and Construction categories of the Scope of Work shall be itemized by the Performing Party or subcontractor on the RFR. In addition, the Performing Party or subcontractor shall attach, for each reimbursable cost listed, documentation as specified in the Required Documentation paragraph in this section. An updated equipment inventory shall be attached to reimbursement requests with equipment purchases. 6.2o. The TCEQ may reject requests for reimbursement that fail to demonstrate that costs are eligible for reimbursement or which fail to conform to the requirements of the Contract. 6.21. In determining the amount of the final payment, the TCEQ may withhold from reimbursement the amount of any over payment and any reasonable amount until the TCEQ is satisfied that all conditions and requirements are completed and accepted. 6.22. All RFR's must be signed by an authorized representative of the Performing Party. 6.23. Documentation of Project Expenses. The Performing Party shall maintain accurate and detailed documentation to evidence the payment of expenses. The Performing Party shall provide such documentation upon request and for any audit purposes. This documentation shall be maintained for at least three (3) years after the end of this Contract. ARTICLE 7. PERFORMING PARTY'S PERFORMANCE EVALUATION Performance evaluations are a part of the TCEQ review of the Performing Party and may be a factor in the selection of future grants. TCEQ may provide this information to state agencies and, upon request, to others. The Performing Party consents to the disclosure of any information or opinion contained in the evaluations. (Attachment D) TEXAS COMMISSION ON Page 10 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 Scope of Work TEXAS COMMISSION ON Page 11 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 Scope of Work L Facts and Purpose The Texas Commission on Environmental Quality (TCEQ) proposes to grant City of Corpus Christi LEPC funding to purchase goods and services listed in Table 1 to allow the Local Emergency Planning Committee (LEPC) to establish, maintain, and/ or improve their implementation of Emergency Planning and Community Right -to - Know Act (EPCRA). Purchases must be made in accordance to the application amounts and quotes summarized in Table 1. Any purchases made that differ from the quotes submitted must be approved, in writing, by the Grant Manager prior to purchase. The LEPC must retain documentation of these purchases and submit them with the monthly Financial Status Report (FSR). All Terms and Conditions listed in this grant contract must be followed. It is the responsibility of the grantee to follow all grant Terms and Conditions. This Scope of Work does not override any of the Terms and Conditions listed in this grant contract. Table 1. Approved Purchase List Item Number Budget Category Item Description Cost per unit Unit Quantity Application Total 1 31- Salaries GIS Operator $78.00 Per Hour 192 $14,976.00 2 31- Salaries Proposal Coordinator $53.00 Per Hour 189 $10,017.00 3 54 - Equipment HAZMAT ID Elite Command Package $59,950.00 Per Package 1 $59,950.00 4 35 - Contracts Dispatch License $1,750.00 Per Unit 1 $1,750.00 5 54 - Equipment Dispatch Computer $2,979.99 Per Unit 1 $2,979.99 6 54 - Equipment Dispatch Software $410.70 Per Unit 1 $410.70 7 54 - Equipment 50" Monitor $499.99 Per Unit 1 $499.99 8 54 - Equipment Short Throw Projector & Activeboard partial funding* $4,337.57 Per Unit 1 $2,079.12 Total $92,662.80 *The total approved funding for this item is less than the amount requested in the original grant application. The grantee agrees and acknowledges that the remaining costs for purchase of the item in the quantity listed are the sole responsibility of the grantee. TEXAS COMMISSION ON Page 12 of 31 Nueces County LEPC CONTRACT # 582-17-71553 ENVIRONMENTAL QUALITY II. TCEQ Responsibilities/Designation of Staff A. TCEQ responsibilities: • Review all FSRs within 30 days of receipt and request any edits necessary for approval. • Complete a performance evaluation after the contract is closed out. B. Designation of staff • Deanna Sivek (512) 239-5074 or Deanna.Sivek@tcegSexas.gov will be the Grant Manager and point of contact for this contract. Other TCEQ staff will be available in her absence. • Paul Groves (512) 239-6761 or Paul.Groves@tceq.texas.gov will be the Contract Manager. III. Description of Deliverables A. Purchase goods and services in accordance with grant application. B. Follow all terms and conditions listed in this contract. C. Effectively communicate with the Grant Manager any questions, comments, issues, or deficiencies. D. Submit FSRs in accordance with the contract terms. This will be within 15 days of the last day of each month unless otherwise specified from the Grant Manager in writing. E. Submit and retain all documentation associated with this grant application and make documentation available upon request from the Grant Coordinator. An FSR must be submitted, in writing, to the TCEQ Grant Coordinator no later than 15 calendar days after the end ofeach calendar month with all supporting documentation (i.e. receipts, training certificates, invoices, receiving receipts, etc.) with the exception of the final invoice which is due within 45 days after the close of the contract. F. All funds must be expended or returned to the TCEQ in accordance with the deadlines stated within Section 4.5 of the Special Terms and Conditions of the Contract. G. All travel and services must take place during the contract period. IV. Budget Control and Transfers A. Cumulative transfers less than 10% of the Total Budget. The Performing Party may transfer amounts between the approved purchase items listed above so long as cumulative transfers between the line items during the Contract do not exceed ten percent (10%) of the total contract amount. The Performing Party must timely submit a Budget Revision Request Form reflecting the revised budget. (Attachment C) TEXAS COMMISSION ON Page 13 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 B. Cumulative transfers greater than 10% of the Total Budget. TCEQ must pre - approve all budget revisions that result in the cumulative transfer of funds greater than 10% of the Total Budget during a Contract. A Contract Amendment is required before the Performing Party incurs these costs. C. All Requests for Reimbursement or Financial Status Reports must be submitted in a format that clearly shows how this budget control requirement is being met. TEXAS COMMISSION ON Page 14 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 General Terms and Conditions TEXAS COMMISSION ON Page 15 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 GENERAL TERMS AND CONDITIONS 1. CONTRACT PERIOD 1.1. Contract Period. The Contract begins on the Effective Date and ends on the Expiration Date as provided on the Contract Signature Page. If no Effective Date is provided, the Effective Date of the Contract 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 Contract is signed. 1.2. Amendments. This Contract may be amended by mutual agreement. Except as specifically allowed by the Contract, all changes to the Contract require a written amendment and agreement by both parties. 1.3. Extensions. TCEQ may by unilateral written amendment extend the Expiration Date for a period of up to 18o days. Unless otherwise indicated in the applicable Contract Amendment, an extension does not extend any other deadlines or due dates other than the expiration of the Contract Period. 2. FUNDS 2.1. Availability of Funds. This Contract and all claims, suits or obligations arising under or related to this Contract are subject to the receipt and availability of funds appropriated by the Texas Legislature for the purposes of this Contract or the respective claim, suit or obligation, as applicable. The Performing Party will ensure that this article is included in any subcontract it awards. 2.2. Maximum Authorized Reimbursement. The total amount of funds provided by TCEQ for the Contract will not exceed the amount of the Maximum Authorized Reimbursement as shown on the Contract Signature Page. 2.3. Fiscal Year Restrictions. In order to be reimbursed under this Contract, costs must be incurred during the Contract Period and within the time limits applicable to the funds from which the Contract is being paid. TCEQ is under no obligation to offer deadline extensions which extend to the maximum availability of the Contract funding source. 2.4. Grants. If this Contract 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 Contract is contingent on the continuing appropriation of funds. This Contract will not be construed to create debt against the State of Texas. 3. 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 by this Contract. 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 CONTRACT, INCLUDING THE CRITERIA FOR PROCUREMENT AND ALLOWABLE COSTS. Additional federal requirements apply if this Contract is funded, in whole or in part, with federal funds. 4. REIMBURSEMENT 4.1. Reimbursement Requests. The Performing Party will invoice TCEQ to request reimbursement for its Allowable Costs for performing the Scope of Work. The Performing Party's invoice will conform to all reimbursement requirements specified by TCEQ. 4.2. Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Contract. The Performing Party will return payment to TCEQ for either overpayment or activities undertaken that are not compliant with the Scope of Work. This does not limit or waive any other TCEQ remedy. 4.3. 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. TEXAS COMMISSION ON Page 16 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 4.4. Release of CIaims. As a condition to final payment or settlement, or both, the Performing Party will execute and deliver to TCEQ a release of all claims against TCEQ for payment under this Contract. (Attachment B) 5. FINANCIAL RECORDS, ACCESS AND AUDITS 5.1. Audit of Funds. The Performing Party understands that acceptance of funds under this Contract 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. The 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. The Performing Party will ensure that this clause concerning the audit of funds accepted under this Contract is included in any subcontract it awards. 5.2. Financial Records. The Performing Party will establish and maintain financial records including records of costs of the Scope of Work in accordance with generally accepted accounting practices. Upon request the Performing Party will submit records in support of reimbursement requests. The Performing Party will 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 Contract will be retained for a period of three years after date of submission of the final reimbursement request. 6. PERFORMING PARTY'S RESPONSIBILITIES 6.1. Performing Party's Responsibility for the Scope of Work. The 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. The Performing Party agrees that the Scope of Work is furnished and performed at the Performing Party's sole risk as to the means, methods, design, processes, procedures and performance. 6.2. Independent Contractor. The parties agree that the Performing Party is an independent contractor. Nothing in this Contract will create an employee -employer relationship between the Performing Party and TCEQ. Nothing in this Contract will create a joint venture between TCEQ and the Performing Party. 6.3. 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 the Performing Party will be considered to be the acts and omissions of the Performing Party. 6.4. No Third Party Beneficiary. TCEQ does not assume any duty to exercise any of its rights and powers under the Contract for the benefit of third parties. Nothing in this Contract will 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. 7. TIME 7.1. Time is of the Essence. The Performing Party's timely performance is a material term of this Contract. 7.2. Delays. Where the Performing Party's performance is delayed, except by Force Majeure or act of TCEQ, TCEQ may withhold or suspend reimbursement, terminate the Contract 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). 8. CONFLICT OF INTEREST The Performing Party will 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 will 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. The 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. 9. DATA AND QUALITY 9.1. Quality and Acceptance. All work performed under this Contract must be complete and satisfactory in the reasonable judgment of VCQ. All materials and equipment will be handled TEXAS COMMISSION ON Page 1 0 31Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 in accordance with instructions of the applicable supplier, except as otherwise provided in the Contract. 9.2. Quality Assurance. All work performed under this Contract that involves the acquisition of environmental data will 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 describes environmental processes, location, conditions, 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 literature. No data collection or other work covered by this requirement will be implemented prior to the Performing Party's receipt of the QAPP signed by TCEQ and, if necessary, the EPA. Without prejudice to any other remedies available to TCEQ, TCEQ may refuse reimbursement for any environmental data acquisition performed prior to approval of a QAPP by TCEQ and, if necessary, the EPA. Also, without prejudice to any other remedies available to TCEQ, the Performing Party's failure to meet the terms of the QAPP may result in TCEQ's suspension of associated activities and non -reimbursement of expenses related to the associated activities. 9.3. Laboratory Accreditation. Any laboratory data or analyses provided under this Contract must be prepared by a laboratory that is accredited by TCEQ according to 3o Texas Administrative Code Chapter 25, subchapters A and B, unless TCEQ agrees in writing to allow one of the regulatory exceptions specified in 30 Texas Administrative Code Section 25.6. 10. INTELLECTUAL PROPERTY 10.1. Third Party Intellectual Property. Unless specifically modified in an amendment or waived in a unilateral amendment, the Performing Party must obtain all intellectual property licenses expressly required in the Scope of Work, or incident to the use or possession of any deliverable under the Contract. The Performing Party Will obtain and furnish to TCEQ: documentation on the use of such intellectual property, and a perpetual, irrevocable, enterprise -wise license to reproduce, publish, otherwise use, or modify such intellectual property and associated user documentation, and to authorize others to reproduce, publish, otherwise use, or modify such intellectual property for TCEQ non-commercial purposes, and other purposes of the State of Texas. 10.2. Grant of License. The Performing Party grants to TCEQ a nonexclusive, perpetual, irrevocable, enterprise -wide license to reproduce, publish, modify or otherwise use for any non- commercial TCEQ purpose any preexisting intellectual property belonging to the Performing Party that is incorporated into any new works created as part of the Scope of Work, intellectual property created under this Contract, and associated user documentation. 11. INSURANCE AND INDEMNIFICATION 11.1. Insurance. Unless prohibited by law, the Performing Party will obtain and maintain during the Contract 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 Contract. Unless specifically waived by TCEQ, sufficient coverage will include Workers Compensation and Employer's Liability Insurance, Commercial Automobile Liability Insurance, and Commercial General Liability Insurance. 11.2. Indemnification. TO THE EXTENT AUTHORIZED BY LAW, THE PERFORMING PARTY AND ANY SUBCONTRACTORS PERFORMING CONTRACT ACTIVITIES ON BEHALF OF PERFORMING PARTY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE TCEQ AND ITS OFFICERS, AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES, AND OTHER CLAIMS OF ANY TYPE ARISING FROM THE PERFORMANCE OF CONTRACT ACTIVITIES BY THE PERFORMING PARTY 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 WILL BE SUBJECT TO THE AUTHORITY OF THE OFFICE OF THE ATTORNEY GENERAL OF TEXAS TO REPRESENT TCEQ. THIS CONVENANT SURVIVES THE TERMINATION OF THE CONTRACT. 12. TERMINATION 12.1. Terminatiion for Cause. TCEQ may, upon providing 10 days written notice and the TEXAS COopportunity to cure to the Performing3artPagely� terminate this Contract for cause for si theeces e f orming ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 Party materially fails to comply with the Contract 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 Contract or by law. 12.2. Termination for Convenience. TCEQ may, upon providing 10 days written notice to the Performing Party, terminate this Contract for convenience. Termination will not prejudice any other right or remedy of TCEQ or the Performing Party. The Performing Party may request reimbursement for: conforming work and timely, reasonable costs directly attributable to termination. The Performing Party will 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. 12.3. If, after termination for cause by TCEQ, it is determined that the Performing Party had not materially failed to comply with the Contract, the termination will be deemed to have been for the convenience of TCEQ. 13. DISPUTES, CLAIMS AND REMEDIES 13.1. Payment of 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 the Performing Party from liability under this Contract. 13.2. Schedule of Remedies available to TCEQ. In accordance with Texas Government Code Chapter 2261 the following Schedule of Remedies applies to this Contract. In the event of the Performing Party's nonconformance, TCEQ may do one or more of the following: 13.2.1. Issue notice of nonconforming performance; 13.2.2. Reject nonconforming performance and request corrections without charge to TCEQ; 13.2.3. Reject a reimbursement request or suspend further payments, or both, pending accepted revision of the nonconformity; 13.2.4. Suspend all or part of the Contract Activities or payments, or both, pending accepted revision of the nonconformity; 13.2.5. Demand restitution and recover previous payments where performance is subsequently determined nonconforming; 13.2.6. Terminate the Contract without further obligation for pending or further payment by TCEQ and receive restitution of previous payments. 13.3. Opportunity to Cure. The Performing Party will have a reasonable opportunity to cure its nonconforming performance, if possible under the circumstances. 13.4. Cumulative Remedies. Remedies are cumulative; the exercise of any remedy under this Contract or applicable law does not preclude or limit the exercise of any other remedy available under this Contract or applicable law. 14. SOVEREIGN IMMUNITY The parties agree that this Contract does not waive any sovereign immunity to which either party is entitled by law. 14.1. Survival of Obligations. Except where a different period is specified in this Contract or applicable law, all representations, indemnifications, and warranties made in, required by or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, survive for four (4) years beyond the termination or completion of the Contract, or until four (4) years after the end of a related proceeding. A related proceeding includes any litigation, legal proceeding, permit application, or State Office of Administrative Hearings proceeding, which is brought in relation to the Contract or which in TCEQ's opinion is related to the subject matter of the Contract. Either party will notify the other of any related proceeding if notice of the proceeding has not been provided directly to that other party. 15. CONTRACT INTERPRETATION 15.1 Definitions. The word "include" and all forms such as "including" mean "including but not limited to" in the Contract and in documents issued in accordance with the Contract, such as Work Orders or Proposals for Grant Activities (PGAs). TEXAS COMMISSION ON Page 19 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 15.2 Headings. The headings of the sections contained in this Contract are for convenience only and do not control or affect the meaning or construction of any provision of this Contract. 15.3 Delivery of Notice. Notices are deemed to be delivered three working 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. 15.4 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. 15.5 State, Federal Law. This Contract is governed by, and interpreted under the laws of the State of Texas, as well as applicable federal law. 15.6 Severability. If any provision of this Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void or unenforceable, it will 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 Contract will continue in full force and effect. If possible, the severed provision will 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. 15.7 Assignment. No delegation of the obligations, rights, or interests in the Contract, and no assignment of payments by the 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 Contract. 15.8 Venue. The Performing Party agrees that the Contract is being performed in Travis County, Texas, because this Contract has been performed or administered, or both, in Travis County, Texas. The Performing Party agrees that any cause of action involving this Contract arises solely in Travis County, Texas. 15.9 Publication. The Performing Party agrees to notify TCEQ five days prior to the publication or advertisement of information related to this Contract. The Performing Party agrees not to use the TCEQ logo or the TCEQ graphic as an advertisement or endorsement without written permission signed by the appropriate TCEQ authority. 15.10 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 the Performing Party's obligation to perform conforming Contract Activities. No waiver on one occasion, whether expressed or implied, will be construed as a waiver on any other occasion. 15.11 Compliance with Laws. TCEQ relies on the Performing Party to perform all Contract Activities in conformity with all applicable laws, regulations, and rules and obtain all necessary permits and licenses. 15.12 Counterparts. This Contract may be signed in any number of copies. Each copy when signed is deemed an original and each copy constitutes one and the same Contract. 15.13 Accessibility. All electronic content and documents created as deliverables under this Contract must meet the accessibility standards prescribed in 1 Texas Administrative Code sections 206.50 and 213 for state agency web pages, web content, software, and hardware, unless TCEQ agrees that exceptions or exemptions apply. TEXAS COMMISSION ON Page 20 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 Notices, Representatives & Records Locations TEXAS COMMISSION ON Page 21 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 NOTICES, REPRESENTATIVES, AND RECORDS LOCATION Contract Number: 582-17-71553 Contract Name: Nueces County LEPC 1. Representatives. The individual(s) named below are the representatives of TCEQ and Contractor. They are authorized to give and receive communications and directions on behalf of the TCEQ and Contractor as indicated below. All communications including official contract notices must be addressed to the appropriate representative or his or her designee. 2. Changes in Representatives. Either party may change its representatives by unilateral amendment. 3. TCEQ Representatives. TCEQ CONTRACT MANAGER (for Contractual Matters) Paul Groves Contract Specialist (Title) 177 (Mail Code) Texas Commission on Environmental Quality P.O. Box 13087 Austin, Texas 78711-3087 Telephone No.: (512)239-6761 Facsimile No.: (512)239-0404 4. Contractor Representatives. For Contractual Matters: !ZiCK kA -M05 (rNam,ep) p LEI, �7PY�r-�iY11 r (Title) .2. i../ Le_O &Yd S6J (Mailing Address c_a1pos- C i'; c f� TX (City) State) Telephone No.: (2 J,) L Facsimile No.: (8G! l9 7- Surfe_ 3o(.7 (Zip Code) 3y78 6o 5.3 TCEQ PROJECT MANAGER (For Technical Matters) Deanna Sivek Grant Manager (Title) 177 (Mail Code) Texas Commission on Environmental Quality P.O. Box 13087 Austin, Texas 78711-3087 Telephone No.: (512)239-5074 Facsimile No.: (512)239-0404 For Technical Matters: TOIL, NAM 54-13e (Name) L 6 PC. r_neYdiA,A-tom (Title) 2.4n in LG e o pArd 5tl S u i t t (Mailing Address) Ca -rigs Chris 6i TX 78 x}08 (City) ',State) (Zip Code) Telephone No.: (3f)'-39 G 0 Facsimile No.: (1 t i) Xa4 -.i-I t1 / 7 5. Invoice Submittal. Invoices must be submitted to the TCEQ Contract Manager. 6. Designated Location for Records Access and Review. Contractor designates the physical location indicated below for record access and review pursuant to any applicable provision of this contract: Li*of Gorpi7sc-J,yr5fi/Ahd ec.es CouAJ y bo -pc, (PhysicalLocation Address Line 0 1106 Lf, 11,r4Yd ..S ) SU,tie- OD (Physical Location Address Line 2) Coitus Gh-tAs•&i;?X" 784 GS (City),(State),(Zip Code) TEXAS COMMISSION ON Page 22 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 Texas Commission on Environmental Quality FINANCIAL STATUS REPORT Attachment A 1. STATE AGENCY ORGANIZATION UNIT TO WHICH REPORT IS SUBMITTED: 2. GRANT/CONTRACT TITLE: 3. PAYEE IDENTIFICATION NUMBER: 4. RECIPIENT ORGANIZATION (NAME AND COMPLETE ADDRESS, INCLUDING ZIP CODE) 5. TCEQ CONTRACT NUMBER: 6. FINAL REPORT: YES NO 7. ACCOUNTING BASIS: CASH ACCRUAL 6. TOTAL PROJECT/GRANT PERIOD: FROM TO 9. PERIOD COVERED BY THIS REPORT'. FROM TO 10. Item Description: Approved Budget Project Cost This Report Cumulative Project Cost Balance ** Total: 11. 'List (Itemize) on the appropriate supplemental form all component Please attach receipts, as required, in accordance with Attachment **Negative balances in any of the budget categories should be CERTIFICATION I certify to the best of my knowledge and belief unliquidated obligations are for the purposes set forth in the award expenses composing the total for each of these B of your contract explained in a brief accompanying narrative. that this report is correct and complete and that all document. categories. outlays and Signature of Authorized Certifying Official Typed or Printed Name and Title Telephone (Area code, number and ext.) Date Submitted TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Page 23 of 31 Nueces County LEPC CONTRACT # 582-17-71553 Attachment A (contd.) ITEMIZATION OF EQUIPMENT AND CONTRACTUAL COSTS All PURCHASES (during this report period NUMBER ITEM DESCRIPTION UNIT TOTAL PURCHASED (Should match description provided for approval) COST COST TOTAL EQUIPMENT EXPENDITURES (must agree with each line item on Form 20248) ` LEGIBLE PURCHASE ORDER AND/OR INVOICES MUST BE ATTACHED TO THIS FORM FOR EACH LISTED ITEM OR EXPENDITURE. "LEGIBLE DOCUMENTATION MUST BE ATTACHED FOR ALL LISTED EXPENDITURES. *LEGIBLE RECEIPTS OR OTHER SUBSTANTIATING DOCUMENTATION MAY BE ATTACHED FOR EXPENDITURES THAT EQUAL OR EXCEED $500. * SUBSTANTIATING DOCUMENTATION (time sheets, travel receipts, etc.) MAY BE REQUIRED TO BE ATTACHED TO THIS FORM TEXAS COMMISSION ON Page 24 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT # 582-17-71553 Attachment A (contd.) Financial Status Report Preparation Instructions 1. The PERFORMING PARTY, in order to obtain reimbursement for those expenditures authorized under this Contract, shall submit, a completed, legible TCEQ Financial Status Report (TCEQ Form 20248) and any required TCEQ Supplemental 20248 forms. Unless directed otherwise in the Contract, the PERFORMING PARTY shall submit such payment request documents by not later than twenty-one (21) days after the close of each state fiscal year quarter. The reporting periods shall also correspond to the State of Texas fiscal year quarters (September - November; December -February, March -May; June -August). 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. 2. All requests for reimbursement of expenditures that fall within either the "Equipment" or "Contractual" categories of the Contracts 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 Scope of Work, that such expenditures support or satisfy. In addition, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-1, legible documentation that (1) serves to further identify the specific piece of equipment received or the services provided, (2) clearly identifies the vendor or subcontractor who provided the equipment or services, and (3) that confirms the reimbursable amount listed on the form. In the case of equipment purchases, the attached documentation shall be either a purchase order marked "received/paid" or a vendor -submitted invoice similarly marked. In the case of subcontractor provided 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. 3. All requests under this Contract for the reimbursement of expenditures that fall within the "Construction" category of the Contracts 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 Scope of Work, that such expenditures support or satisfy. In addition, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-2, legible documentation that (1) serves to further identify the specific cost, (2) clearly identifies the vendor or subcontractor who provided the construction related materials or services, and (3) that confirms the reimbursable amount listed on the form. The attached documentation shall be either a purchase order marked "received/paid" or an invoice similarly marked. In the case of subcontractor 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. 4. All requests for the reimbursement of expenditures that fall within either the "Supply" or "Other" categories of the Contracts 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 Scope of Work, that such expenditures support or satisfy. In addition, for any single -listed item or service costing more than $500, the PERFORMING PARTY shall attach, for each reimbursable cost listed on Supplemental Form 20248-3, legible documentation that (1) serves to further identify the specific items or services, (2) clearly identifies the vendor or subcontractor who provided the items or services, and (3) that confirms the reimbursable amount listed on the form. 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. 5. All requests for reimbursement of expenditures that fall within either the "Personnel/Salary" or "Travel" categories of the Contracts 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 Scope of Work, that such expenditures support or satisfy. Although no supporting documentation is required to be attached to Supplemental Form 20248-4 with respect to reported "Personnel/Salary" expenditures in order to receive reimbursement, the 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 this Contract. With respect to employee travel, all costs listed on Form 20248- 4 must be supported by attached documentation that identifies the name of the traveler's, and that substantiates the reported reimbursable costs. Documentation, for the purpose of substantiating travel -related costs, includes the following: (1) legible copies of the PERFORMING PARTY -approved travel vouchers, signed by the employees who traveled, and (2) for any travel -related expenses under this contract borne directly by the PERFORMING PARTY (and thus for which reimbursement by the PERFORMING PARTY to the traveler was not required) separate receipts showing, at a minimum, the traveler's name, the travel location, and the travel date(s). 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 contract task or objective but may simply identify, in relative cost order, the various tasks or objectives supported. TEXAS COMMISSION ON Page 25 of 31 Nueces County LEPC ENVIRONMENTAL DUALITY CONTRACT* 582-17-71553 Attachment B TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Release of Claims hereby releases the Texas Commission on Environmental Quality (TCEQ), its officers, agents, and employees from any and all future claims arising under or by virtue of TCEQ Contract Number further certifies that all subcontractors, suppliers, employees and any party which has performed or provided service for this Contract has been paid in full and satisfied. All services and tasks required to be completed under the referenced Contract have been completed. Prompt payment, therefore, of any and all funds which may have been "retained" by TCEQ in accordance with said Contract is requested. Executed on this day of , 20 . By. (signature) (name, typed or printed) (title) TEXAS COMMISSION ON Page 26 of 31 Nueces County LEPC ENVIRONMENTAL QUALITY CONTRACT* 582-17-71553 Attachment C BUDGET Purpose: For TCEQ review and approval REVISION REQUEST FORM of recipient organization proposed budget changes to ensure project deliverables review and approval is required before incurring specific costs which would of total budget. grant contract as shown in your Scope of Work. If this document does not have request a customized form from the Grant Manager. are met and fiscal accountability. Prior TCEQ result in cumulative transfers of io% or more Instructions: Fill in each line item from your enough room for all the line items, please 1. Recipient Organization (Name & Complete Address Including Zip Code): 2. Grant/ Contract Title: 3. Payee Identification No.: 4. TCEQ Contract No.: 5. Total Project/ Grant Period: 6. Item Description: 7. Approved Budget 8. Change Requested (+ or -) 9. New or Revised Budget Total: Justification (Attach additional sheets, if necessary): ***Budget Revision Request must contain both the TCEQ Grant Manager and TCEQ Contract Manager signatures to be valid.*** Signature of Authorized Representative Date Type or Printed Name and Title Signature of TCEQ Grant Manager Date Type or Printed Name and Title Signature of TCEQ Contract Manager Date Type or Printed Name and Title TEXAS COMMISSION ON ENVIRONMENTAL QUALITY Page 27 of 31 Nueces County LEPC CONTRACT # 582-17-71553 Brief Description of Work / Services (optional] Please provide a narrative description for ratings of one or below (attachments are acceptable.) Unsatisfactory Performance Score=o Marginal Performance Score=i Satisfactory Performance Score=2 4 III 0 Quality &Accuracy 5 Reports HUB (for Quarterly Reporting, complete this portion only and return) Communication U to U ITechnology Other (describe) xxx Evaluator's Name: (Printed or Typed) 0 0< za OJ Vi¢ 2z UZ UNSATISFACTORY PERFORMANCE (Score = o) Work product not acceptable or of very low quality, with many errors and omissions noted. Not all errors and omissions corrected. Required work product not completed on time, due to factors that should have been under contractor's control. Reports consistently of poor quality and/or late. Contents inadequate to permit interpretation or analysis. Reports more than 5 working days late. W cia a .. v Work product is acceptable, although many errors and/or omissions had to be corrected prior to product being acceptable. Some major work performance delays caused (or expected to cause) delivery schedules to be missed. Numerous errors and/or omissions corrected prior to reports being acceptable (or reminders of reports due were required to be sent). Reports not later than 5 working days. SATISFACTORY PERFORMANCE (Score = 2) Work product of satisfactory quality with only typical errors and omissions, which were corrected upon request. Some intermediate Task delays, not expected to cause major deadlines to be missed or to require Contract extension. Prior approval granted for any other delays. Reports satisfactory with respect to both quality and timeliness. Contractor responded quickly and appropriately to questions or comments raised. 0pM U 1 I 1 wEX a n o v Work product always, with rare exceptions, of excellent quality. Revisions rarely or never required. All Tasks and Contract deliverables on time or ahead of schedule. Quality of work did not suffer as a result of the time line. All reports accurate and complete, as well as on time. No rewrites or additional information required. U aO O G. 0. 1. Quality and Accuracy Quality, sufficiency, and accuracy of contract -required work, including work or Tasks performed by subcontractors 2. 'Timeliness 'timeliness with respect to completing Contract -required work and/or work-related Tasks, including work performed by subcontractors 3. Resorts Accuracy, adequacy, and timeliness of Contract -required activity/progress reports, notifications, financial reports, invoices, pay requests and other required documents, excluding HUB reports 0 0} CO a 41 x H 0 O D cu m o'B. gra. E .. cl . E e m a' N Ls 0 ami 'G a�a�} 0 �p0 ccy s1:1,.S1 U eco .c0, V P4 8480 Not flexible to changes in scope or other circumstances. Not cooperative or accessible. Failed to maintain good standing with subs and failed to make payments on more than two occasions. 2i Le 0 0 p G cn a ` •E it tr Bs 0•,'H oECDZ0° i-5 m„ Contractor is only intermittently responsive to changes in Contract scope or other circumstances. Marginal team player. Failed to make timely payments to subs on one or two occasions. 'V 47 ?, 09 0 0 Q 3 o C cca .1's4 O O ;U�� �+ cl Q� �6i rOn� 0t O8 5›+. o0apz y 2.0.01 12, CO ae0 oCogd.0tw 0 Contractor is usually flexible and responsive to changes in circumstances or scope of work. Generally maintains good standing with subs, and ensures that they are paid promptly. aA 00 0 b 0 +tu y cP61 HOvf O O . Y .rI +Aa Q co •0 0 coLi A H . L. it .-. Ua F. ° '{ ai O 0 tJ�Caa.• zp6. awo E07'•Ea U00 c°i mc.'. Contractor consistently maintains excellent standing with subcontractors, including timely payments. Works as a team member and is flexible and responsive to changes in circumstances or scope of work. 14 A0ti3'im U' 600°0aW w 'R. O.O.ri # +., .e b 0. �� w 0 C4 V) u y O u .w .0t 0�6 0 ea0 x00it W O per%" -. O w 0 0 1.9 A +WCct O � 6l a % a E7.1dO4 ac Pi , En _� 5. Communication Contractor's accessibility, responsiveness, and cooperativeness with respect to any Contract -related concerns communicated by the Contract Manager; plus contractor's demonstrated relationship with suhenntr ii*nrs 0< z� 00 N J Vi � W 0 Nix uJ Contractor failed to observe current cost levels; compare them with Contract or Work Order budget, as applicable; and institute corrective action to keep cost within budget. Contractor can only apply basic technology to Tasks. Requires direction concerning appropriate technology and solutions. W a y y �i U W A Contractor sometimes failed to observe current cost levels; compare them with Contract or Work Order budget, as applicable; and institute corrective action to keep cost within budget. Contractor usually uses more basic technology to solve Contract problems. Is aware of, but has little or no experience in the use of more current proven techniques and solutions. W p.,0 2 A Contractor observed current cost levels; compared them with Contract or Work Order budget, as applicable; and instituted corrective action to keep cost within budget. Contractor is capable of applying current proven technology. Is aware of, but not experienced in the use of latest techniques and solutions. W m 0 2 A Contractor took strong initiative to observe current cost levels; compare them with Contract or Work Order budget, as applicable; and institute corrective action to keep cost within budget. Contractor is comfortable with and applies current proven technology. But is familiar with, and willing to use, latest techniques and solutions where such are appropriate. W a.1 U fs7 A 6. Cost Control* Contractor's ability to observe current cost levels; compare them with Contract or Work Order budget, as applicable; and institute corrective action to keep cost within budget. *Do not include consideration of Contract or Work Order budget amount changes requested or caused by TCEQ. 7. Technology Contractor's demonstrated technical competence and/or expertise (including competence and expertise of subcontractors); plus contractor's innovativeness and willingness to apply, within the limitations of the Contract, new techniques or technologies W co0 iYi A co 0 a) CO or CL Z 0< Z� oa Ca gw Qz UZ Na 8 p_w AGENDA MEMORANDUM First Reading for the City Council Meeting of May 16, 2017 Second Reading for the City Council Meeting of May 23, 2017 DATE: April 26, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director JayEl(c�cctexas.com 361-826-3464 Contract and appropriation of funds for the Community Youth Development Program CAPTION: Ordinance authorizing the City Manager to execute the Community Youth Development program contract with the Texas Department of Family and Protective Services from June 1, 2017 to August 31, 2021 in the amount of $1,808,168.54, and appropriation of the funds in the No. 1060 Grants Fund for the Community Youth Development Program; and authorizing subcontracts with Boys & Girls Club of Corpus Christi, Communities in Schools of the Coastal Bend, Youth Odyssey, Inc. and the Y.W.C.A. PURPOSE: The Texas Department of Family and Protective Services awarded the City of Corpus Christi, Community Youth Development Program (CYD) $95,892.58 for the term of June 1, 2017 to August 31, 2017. The remaining funding of $1,712,275.96 will be awarded in the amount of $428,068.99 annually, from September 1, 2017 through August 31, 2021. BACKGROUND AND FINDINGS: The Texas Department of Family and Protective Services (DFPS) is the funding source for the Community Youth Development Program (CYD). The CYD program was established in 1995 by the 74111 Legislature for the purpose of reducing juvenile crime in areas of Texas with a high incidence of juvenile crime. The methodology involved selecting Zip codes with the highest number of juvenile probation referrals within Texas counties. The 78415 ZIP code was one identified. The CYD program funds prevention services that are directly linked to juvenile delinquency prevention through subcontractors. In FY16, the City of Corpus Christi's Purchasing Department released a Request for Proposal (RFP161) for providers to service the youth of the 78415 area with youth services including, but not limited to, a Youth Advisory Committee, youth leadership development, life skills development, conflict resolution, mentoring and various other services. A review committee was formed and proposals were reviewed. Four service providers were recommended for award. Based on those recommendations, and included in the budget approved by DFPS in this contract award No. 24426873, we are recommending awarding contracts to: Subcontractors Boys & Girls Club of Corpus Christi Communities in Schools of the Coastal Bend Youth Odyssey, Inc. Y.W.C.A. ALTERNATIVES: Do not approve ordinance. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The City Council must appropriate grant funds. This award conforms to all State statues and City purchasing policies and procedures for regulating procurement. EMERGENCY/NON-EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Purchasing Department; Legal Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016/ 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item $95,892.58 $1,712,275.96 $1,808,168.54 BALANCE $95,892.58 $1,712,275.96 $1,808,168.54 Fund(s): Grant Fund 1060 Comments: RECOMMENDATION: Staff recommends appropriation of the grant funds. LIST OF SUPPORTING DOCUMENTS: Ordinance, State Contract, Subcontracts Ordinance authorizing the City Manager to execute the Community Youth Development program contract with the Texas Department of Family and Protective Services from June 1, 2017 to August 31, 2021 in the amount of $1,808,168.54, and appropriation of the funds in the No. 1060 Grants Fund for the Community Youth Development Program; and authorizing subcontracts with Boys & Girls Club of Corpus Christi, Communities in Schools of the Coastal Bend, Youth Odyssey, Inc. and the Y.W.C.A. Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That the City Manager or her designee is authorized to execute the Community Youth Development program contract with the Texas Department of Family and Protective Services from June 1, 2017 to August 31, 2021 in the amount of $1,808,168.54, and is also authorized to execute subcontracts with Boys & Girls Club of Corpus Christi, Communities in Schools of the Coastal Bend, Youth Odyssey, Inc. and the Y.W.C.A. A copy of the agreements will be filed with the office of the City Secretary. Section 2. That the contract funds are appropriated in the No. 1060 Grants fund for the Community Youth Development Program. Section 3. This Ordinance takes effect on date of final approval by City Council. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Council Member PASSED AND APPROVED, this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES CONTRACT No. 24426873 THE DEPARTMENT OF FAMILY AND PROTECTIVE SERVICES ("System Agency") and THE CITY OF CORPUS CHRISTI ("Local Government"), each a "Party" and collectively the "Parties," enter into the following grant contract to provide funding for Community Youth Development (CYD) services (the "Contract") pursuant to the provisions of the "Interlocal Cooperation Act," Chapter 791 of the Texas Government Code. L PARTIES System Agency Department of Family and Protective Services Prevention & Early Intervention 2535 Ridgepoint Drive Ste. 100 Austin 78754 Contact Person: Sasha Rasco Telephone: 512-840-7814 E -Mail Address: Sasha.Rasco@dfps.state.tx.us Agency Number: 530 Local Government City of Corpus Christi 1201 Leopard 3rd Floor Parks & Recreation Corpus Christi, TX 78401 Contact Person: Becky Perrin Telephone: 361-826-3498 Fax number: 361-826-3864 E -Mail Address: BeckyP@cctexas.com II. STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A — Statement of Work. III. CONTRACT PERIOD AND RENEWAL The Contract is effective on June 1, 2017 and terminates on August 31, 2021, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. The Parties may extend this Contract subject to mutually agreeable terms and conditions. System Agency Contract No. 24426873 Page 1 of 4 v.11.30.15 IV. AMENDMENT The Parties to this Contract may modify this contract only through the execution of a written amendment signed by both parties. V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES The total amount of this Contract, including all Work Orders issued under it, shall not exceed $1,808,168.54, for the entire procurement period and the total amount is broken down by fiscal year, where each fiscal year has a maximum amount to be reimbursed, as follows: FY17: $95,892.58 FY18: $428,068.99 FY19: $428,068.99 FY20: $428,068.99 FY21: $428,068.99 Budget Summaries for FY17 and FY18 are provided in Attachment B — Budget. Contract is funded by the State of Texas in response to Family Code §265.002 and the U.S Department of Health and Human Services Promoting Safe and Stable Families; CFDA 93.556. The exact amount of federal funding is determined at the end of the fiscal year. System Agency will notify the Grantee in writing the exact amount of federal and state monies used to fund the Contract bi-annually throughout the Contract term. VI. GRANT INFORMATION AND RECIPIENT REQUIREMENTS For the purpose of the Contract, Performing Agency is a sub -recipient and must comply with all applicable state and federal law. To the extent allowed by law, Performing Agency is subject to Attachment C— HHSC Uniform Terms and Conditions -Grantee with the following exceptions. 1. Section 5.01, "General Affirmations," is not applicable to the Performing Agency under the Contract. 2. Section 9.02, "Insurance," is replaced in its entirety with the following language. Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self -Insurance by Governmental Units," each Party is self-insured, and therefore, is not required to purchase insurance. 3. Section 9.05, "Indemnity," is not applicable to the Parties under the Contract. System Agency Contract No. 24426873 Page 2 of 4 v.11.30.15 VII. LEGAL NOTICES For Legal Notices under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Texas Department of Family and Protective Services Prevention and Early Intervention Division 2535 Ridgepoint Drive, Suite 100 Austin, Texas 78754 Attention: Sasha Rasco Local Government City of Corpus Christi 1201 Leopard 3rd Floor Parks & Recreation Corpus Christi, TX 78401 Attention: Becky Perrin Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for receiving legal notice by notifying the other Party in writing. VII. CERTIFICATIONS The undersigned contracting parties certify that: (1) the services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of state government; (2) Each Party executing this Contract on its behalf has full power and authority to enter into this Contract. (3) the proposed arrangements serve the interest of efficient and economical administration of state government; and (4) the services contracted for are not required by Section 21, Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest responsible bidder. The System Agency further certifies that it has statutory authority to contract for the services described in this contract under Chapter 531 of the Texas Government Code. The Local Government further certifies that it has statutory authority to contract for the services described in this contract under Chapter 791 of the Texas Government Code. SIGNATURE PAGE FOLLOWS System Agency Contract No. 24426873 Page 3 of 4 v.11.30.15 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 24426873 DEPARTMENT OF FAMILY GRANTEE - THE CITY OF CORPUS CHRISTI AND PROTECTIVE SERVICES Signature Signature Printed Name Printed Name HHSC Executive Commissioner or Designee Title Title Date Date THE FOLLOWING DOCUMENTS TO SYSTEM AGENCY CONTRACT No. 24426873 ARE HEREBY INCORPORATED BY REFERENCE: 1. PROJECT WORK PLAN (MAY BE REVISED AS DESCRIBED IN ATTACHMENT D) 2. HHSC REQUEST FOR PROPOSAL 530-17-0002 3. SECURITY AND PRIVACY INITIAL INQUIRY (SPI) THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 24426873 ARE HEREBY INCORPORATED: ATTACHMENT A - STATEMENT OF WORK ATTACHMENT B - BUDGET (FORM 2030 PEI) ATTACHMENT C - HHSC UNIFORM TERMS AND CONDITIONS -GRANTEE ATTACHMENT D - DFPS SPECIAL ATTACHMENT ATTACHMENT E - DATA USE AGREEMENT System Agency Contract No. 24426873 Page 4 of 4 v.11.30.15 CYD - DFPS/PEI RFP #: 530-17-0002 Contract No. 24426873 ATTACHMENT A STATEMENT OF WORK Community Youth Development Procurement # 530-17-0002 CONTRACT INFORMATION Grantee Name: City of Corpus Christi Anticipated Contract Amount Per Fiscal Year: FY17-$95,892.58; FY18-FY21 $428,068.99 each year Contract Number: 24426873 Anticipated Total Contract Amount (Across All Fiscal Years): $1,808,168.54 Initial Contract Period: 06/01/17-08/31/21 Anticipated Full Contract Period: 06/01/17-08/31/21 This Statement of Work provides an executive level summary of the Grantee's proposed service delivery program, output and outcomes, anticipated yearly budget amounts, a list of primary and ancillary services, target population and the proposed service area where services are to be delivered. CONTACT INFORMATION Please indicate the contract signatory- contact information Agency Providing Service NAME TITLE EMAIL PHONE NUMBER Contract Signatory Becky Perrin Assistant Director of Parks and Recreation BeckyP@cctexas.com 361-826-3498 FY17 PRIMARY DIRECT SERVICES (Include only services funded by CYD and those that contribute to the output measures) Briefly describe the primary services that will be provided and which subcontractors will be providing these services (if applicable). Primary services are those services that someone could specifically enroll to receive. Agency Providing Service Service Type (Ex: Mentoring, Family Sessions, etc.) Program Curriculum/Model to be used (if applicable) City of Corpus Christi -78415 CYD Program Youth Advisory Committee N/A Boys and Girls Club of the Coastal Bend Parental Involvement, Academic Support, Recreational Services National Boys and Girls Club Model Communities in Schools of the Coastal Bend Mentoring, Academic Support, Recreational Services Communities in Schools Unique Model Youth Odyssey Inc. Youth Leadership Development; Recreational Services Youth Odyssey Inc. YWCA Youth Leadership Development; Recreational Services Girls Circle Total unduplicated youth to be served for this contract in FY17 (Include only unduplicated youth funded by CYD) CYD - DFPS/PEI RFP #: 530-17-0002 Contract No. 24426873 FY18 PRIMARY DIRECT SERVICES (Include only services funded by CYD and those that contribute to the output measures) Briefly describe the primary services that will be provided and which subcontractors will be providing these services (if applicable). Primary services are those services that someone could specifically enroll to receive. Agency Providing Service Service Type (Ex: Mentoring, Family Sessions, etc.) Program Curriculum/Model to be used (if applicable) City of Corpus Christi -78415 CYD Program Youth Advisory Committee N/A Boys and Girls Club of the Coastal Bend Parental Involvement, Academic Support, Recreational Services National Boys and Girls Club Model Communities in Schools of the Coastal Bend Mentoring, Academic Support, Recreational Services Communities in Schools Unique Model Youth Odyssey Inc. Youth Leadership Development; Recreational Services Youth Odyssey Inc. YWCA Youth Leadership Development; Recreational Services Girls Circle Total unduplicated youth to be served for this contract in FY18 (Include only unduplicated youth funded by CYD) i OTHER CONTRACTED WORK (not included in output measures) Describe other contracted work to be completed for this contract (Ex: Public Awareness, Coalition Work, Community Events, Parent Involvement) Outreach/Public Awareness efforts will occur during at least 3 different Sub-grantee/Community/School hosted events such as but not limited to Break the Norm Spring Break Event, South Park Middle School Fall Festival, and National Lemonade Day. Break the Norm Spring Break Event offers youth a positive option instead of the negative behaviors that can occur during this time of year. The CYD program has a booth at this event in efforts of Outreach to youth and to bring Public Awareness of CYD programs to the community. The South Park Middle School Fall Festival is a community event that includes the YAC and YLD volunteering to work various vendor booths. This event also serves as Outreach to community youth and Public Awareness of the CYD programs offered in the local community. National Lemonade Day is an event that teaches youth about entrepreneurship, leadership, and communication skills. The CYD program hosts a Lemonade Day Kickoff Event at one of its sub -grantee facilities. The kickoff event utilizes volunteers from the YAC and YLD to help with setup and booths for the event. TARGET POPULATION Identify the target population for this contract The target population is 10-17 year old youth, with a maximum limit of 30% 6-9 year old youth. Both males and females will be targeted. All ethnicities will be targeted for program services. SERVICE AREA (ZIP CODE/COUNTY) 78415/Nueces Performance Measures FY17 CONTRACTOR OUTPUTS AND OUTCOMES TARGET OUTPUT 1: The expected average number of Target Youths are served monthly. 150 OUTPUT 2: The expected number of Target Youths are served annually. 150 OUTCOME 1: 10-17 year old Target Youths served in the Contractor's CYD Program will not engage in delinquent behavior. 95% FY18 CONTRACTOR OUTPUTS AND OUTCOMES TARGET OUTPUT 1: The expected average number of Target Youths are served monthly. 375 OUTPUT 2: The expected number of Target Youths are served annually. 930 OUTCOME 1: 10-17 year old Target Youths served in the Contractor's CYD Program will not engage in delinquent behavior. 95% Contract #: 24426873 ATTACHMENT B RFP #: 530-17-0002 THE CITY OF CORPUS CHRISTI Community Youth Development (CYD) BUDGET SUMMARY FORM 15 Month Budget (June 1, 2017 to August 31, 2018) Supported by Form 2030 PEI Budget Workbook RFP: 530-17-0002 Teras Department of Family and Protective Services Form 2030PEI May 31, 2016 Budget for Purchase of Service Contracts SUMMARY Contractor : City of Corpus Christi Contract # 24426873 Funding Period : 06/1/17-08/31/17 PAC # 31000 Program : CYD Original Approved 2030 Cost Categories (A.) (B.) (C.) Reimbursable Other (Match) Program Total (1A) Personnel - Salaries $20,811.99 $0.00 $20,811.99 (1B) Personnel - Fringe Benefits - by Employee $5,704.40 $0.00 $5,704.40 (1C) Personnel - Fringe Benefits - by Type $0.00 $0.00 $0.00 (2) Travel $2,408.60 $0.00 $2,408.60 (3) Supplies and Controlled Assets $1,340.00 $0.00 $1,340.00 (4) Capital Equipment (greater than $5K) $0.00 $0.00 $0.00 (5) Other Costs $4,385.10 $0.00 $4,385.10 (6) Contractual $61,242.49 $0.00 $61,242.49 Direct Costs Total $95,892.58 $0.00 $95,892.58 Indirect Costs Total $0.00 $0.00 $0.00 TOTAL $95,892.58 $0.00 $95,892.58 Program Allocation 100% 0% 100% Contract #: 24426873 ATTACHMENT B RFP #: 530-17-0002 Texas Department of Family and Protective Services Form 2030PEI May 31, 2016 Budget for Purchase of Service Contracts 1 SUMMARY Contractor : City of Corpus Christi Contract # 24426873 Funding Period : 09/01/17-08/31/18 PAC # 31000 Program : CYD Original Approved 2030 Cost Categories (A.) (B-) (C.) Reimbursable Other (Match) Program Total (1A) Personnel - Salaries $85,329.15 $0.00 $85,329.15 (1B) Personnel - Fringe Benefits - by Employee $33,247.84 $0.00 $33,247.84 (1C) Personnel - Fringe Benefits - by Type $0.00 $0.00 $0.00 (2) Travel $5,297.79 $0.00 $5,297.79 (3) Supplies and Controlled Assets $12,626.00 $0.00 $12,626.00 (4) Capital Equipment (greater than $5K) $0.00 $0.00 $0.00 (5) Other Costs $9,970.40 $0.00 $9,970.40 (6) Contractual $281,597.81 $0.00 $281,597.81 Direct Costs Total $428,068.99 $0.00 $428,068.99 Indirect Costs Total $0.00 $0.00 $0.00 TOTAL $428,068.99 $0.00 $428,068.99 Program Allocation 100% 0% 100% Texas Department of Family and Protective Services Form 2030PEI May 31, 2016 ATTACHMENT C HHSC Uniform Terms and Conditions Version 2.12 Published and Effective: November 30, 2015 Responsible Office: Chief Counsel TEXAS Health and Human Services Commission Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.12 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2.01 Payment Methods 6 2.02 Final Billing Submission 6 2.03 Financial Status Reports (FSRs) 7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited 7 2.08 Program Income 7 2.09 Nonsupplanting 8 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.01 Funding 8 3.02 No debt Against the State 8 3.03 Debt to State 8 3.04 Recapture of Funds 8 ARTICLE IV Allowable Costs and Audit Requirements 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program -Specific Audit 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 11 5.01 General Affirmations 11 5.02 Federal Assurances 11 5.03 Federal Certifications 11 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 12 7.01 Books and Records 12 7.02 Access to records, books, and documents 12 System Agency Contract No. ***-**-**** Page 2of19 v. 11.30.15 7.03 Response/compliance with audit or inspection findings 12 7.04 SAO Audit 13 7.05 Confidentiality 13 7.06 Public Information Act 13 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 13 8.01 Contract Management 13 8.02 Termination for Convenience 13 8.03 Termination for Cause 14 8.04 Equitable Settlement 14 ARTICLE IX MISCELLANEOUS PROVISIONS 14 9.01 Amendment 14 9.02 Insurance 14 9.03 Legal Obligations 15 9.04 Permitting and Licensure 15 9.05 Indemnity 15 9.06 Assignments 16 9.07 Relationship of the Parties 16 9.08 Technical Guidance Letters 16 9.09 Governing Law and Venue 16 9.10 Survivability 17 9.11 Force Majeure 17 9.12 No Waiver of Provisions 17 9.13 Publicity 17 9.14 Prohibition on Non -compete Restrictions 17 9.15 No Waiver of Sovereign Immunity 18 9.16 Entire Contract and Modification 18 9.17 Counterparts 18 9.18 Proper Authority 18 9.19 Employment Verification 18 9.20 Civil Rights 18 System Agency Contract No. ***-**-**** Page 3of19 v. 11.30.15 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for all purposes if issued. "Deliverable" means a work product prepared, developed, or procured by Grantee as part of the Services under the Contract for the use or benefit of the System Agency or the State of Texas. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Assistive and Rehabilitative Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and worldwide registration of System Agency Contract No. ***-**-**** Page 4of19 v. 11.30.15 such, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http://www.window. state. tx.us/procurement/prog/hub/mentorprotege/. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" means Grantee' s full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textrave/" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent System Agency Contract No. ***-**-**** Page 5of19 v. 11.30.15 Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following System Agency Contract No. ***-**-**** Page 6 of 19 v. 11.30.15 the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will 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 (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § .25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfpm.shtm. Grantee shall expend Program Income during the Program Attachment term and may not carry forward to any succeeding term. Grantee shall refund program income not expended in the term in which it is earned to the System Agency. The System Agency may base future funding levels, in part, upon Grantee'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. System Agency Contract No. ***-**-**** Page 7of19 v. 11.30.15 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee 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. ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. System Agency Contract No. ***-**-**** Page 8of19 v. 11.30.15 ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR, Part 225 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR, Part 230 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS 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 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS System Agency Contract No. ***-**-**** Page 9of19 v. 11.30.15 A chart of applicable Federal awarding agency common rules is located through a web link on the System Agency 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. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with the 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $500,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (OIG) will notify Grantee to complete the Single Audit Status Registration Form. If Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. 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 System Agency website at http://www.dshs.state.tx.us/contracts/links shtm. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS 4.03 Submission of Audit Within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section, Grantee 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 the System Agency should be addressed as follows: COSContractAdministration@dshs.state.t-x.us Electronic submission to HHSC should be addressed as follows: Dani.fielding@hhsc.state.tx.us System Agency Contract No. ***-**-**** Page 10 of 19 v. 11.30.15 If Grantee 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 Grantee of an audit report, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. c. As used herein, "Intellectual Property" shall mean: inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and other intellectual property incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. System Agency Contract No. ***-**-**** Page 11 of 19 v. 11.30.15 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or 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 the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings Grantee will include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. System Agency Contract No. ***-**-**** Page 12 of 19 v. 11.30.15 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pdf') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error; d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. System Agency Contract No. ***-**-**** Page 13 of 19 v. 11.30.15 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. System Agency Contract No. ***-**-**** Page 14 of 19 v. 11.30.15 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. System Agency Contract No. ***-**-**** Page 15 of 19 v. 11.30.15 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Wnsuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or System Agency Contract No. ***-**-**** Page 16 of 19 v. 11.30.15 based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.10 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 9.11 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party' s obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.12 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.13 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.14 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. System Agency Contract No. ***-**-**** Page 17 of 19 v. 11.30.15 9.15 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.16 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.17 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. 9.18 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.19 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.20 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 etseq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or System Agency Contract No. ***-**-**** Page 18 of 19 v. 11.30.15 limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: http://www.hhsc.state.tx.us/about hhsc/civil-rights/brochures-posters.shtml d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office st 701 W. 51 Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. System Agency Contract No. ***-**-**** Page 19 of 19 v. 11.30.15 Contract #: 24426873 RFP: 530-17-0002 ATTACHMENT D DFPS Special Conditions Payments. Grantee must seek payment or adjustment to payments in accordance with the time limit specified in 45 CFR 95.1 (Code of Federal Regulations). This subpart establishes a two-year (eight quarter) time limit for a State to claim Federal financial participation in expenditures under State plans approved under Title IV -E and Temporary Assistance for Needy Families (TANF). Any bill or amended bill, which is submitted to DFPS later than seven quarters after the end of the quarter of the expense, will not be processed unless DFPS determines that submission for payment of the bill to the federal government can be executed in a proper and timely fashion. II. Reporting Abuse, Neglect, or Exploitation. Grantee will promptly report any suspected case of abuse, neglect, or exploitation to the appropriate authority as required by the Texas Family Code, Chapter 261. III. Testimony in Proceedings. Grantee will require its employees to testify in judicial and administrative proceedings at the request of DFPS. To the extent possible, Grantee will also assist the Department in locating past employees, agents, volunteers, consultants, or subcontractors when DFPS requires past employees, agents, volunteers, consultants, or subcontractors to appear and testify in accordance with this subsection. IV. Removal of Access. Grantee will immediately remove access capabilities to any DFPS automated/internet-based application(s) or immediately notify DFPS that access to such applications needs to be terminated for an employee, subcontractor, or volunteer whose employment, subcontract, or volunteer term with Grantee has ended for any reason. V. Cultural Competence. Grantee will make reasonable efforts to provide services that meet the individual needs of the client. Grantee will develop and maintain a cultural competence plan that effectively provides services to people of various cultures, races, ethnic backgrounds, and religions in a manner that recognizes and affirms their worth, protects and preserves their dignity, and ensures equity of service delivery. Grantee will take into consideration the intellectual functioning, literacy, level of education, and comprehension ability of each client in order to ensure that all information is presented in a way that meets the individual needs of each client. Grantee will provide services in the client's primary language, whether provided directly by Grantee or through a translator. VI. Subcontracting. In addition to the subcontracting requirements listed in the Solicitation Document and HHSC Uniform Terms and Conditions, Grantee must also comply with the requirements of this Section. Grantee will be responsible to DFPS for any subcontractor's performance under this Contract. Subcontractors providing services under the Contract will meet the same requirements and level of experience as required of Grantee. No subcontract under the Contract will relieve Grantee of responsibility for ensuring the requested services are provided. If Grantee uses a subcontractor for any or all of the work required, the following conditions will apply: (A) Grantee planning to subcontract all or a portion of the work to be performed will identify the proposed subcontractors. (B) Subcontracting will be solely at Grantee's expense. (C) DFPS retains the right to check subcontractor's background and approve or reject the use of submitted subcontractors. (D) Grantee will be the sole contact for DFPS and Grantee will list a designated point of contact for all Department inquiries. (E) Subcontracts. Grantee will include a term in all proposed subcontracts that incorporates this Contract by reference and binds subcontractor to all the requirements, terms, and conditions of this Contract related to the service being provided by the subcontractor, as well as explicitly hold that this Contract controls in the event of any conflict with subcontract. DFPS approval of Grantee's use of any subcontractor is conditioned upon the extent that any subcontract does not conflict with any requirements of the Contract between DFPS and Grantee. (F) Payment to Subcontractors. Pursuant to Chapter 2251 of the Texas Government Code, Grantee will make any payments owed to subcontractors within ten (10) calendar days of Grantee's receipt of funds from DFPS. VII. DFPS Background Check Policy. Grantee will submit criminal abuse and neglect history information for background checks electronically through the DFPS Automated Background Check System (ABCS) according to the instructions in the user guide located at: http://www. dfps.state.tx. us/documents/PCS/ABCSUse rGu ideFY09. pdf. (A) Disclosure and Release. Grantee will disclose and release, or cause its employees, subcontractors, and volunteers with direct client contact and/or access to client records to disclose and release, any allegation made against that employee, subcontractor, or volunteer alleging the commission of: 1) an act of abuse, neglect, or exploitation of children, the elderly, or persons with disabilities; 2) criminal history or any current criminal indictment (for felonies) or information (for misdemeanors) involving an offense under the Texas Penal Code against: a) the person; b) the family; c) public order or decency; d) public health, safety, or morals; or e) property; 3) an offense under Chapter 481 of the Texas Health and Safety Code (Texas Controlled Substances Act); or 4) any act or offense that can reasonably be associated with potential risk of harm or loss to the Department and/or its clients based on the job duties or contractual role(s) of the person in question at any time during the contract period. (B) Method of Disclosure and Release. This disclosure and release is required of all individuals who have, or will have, direct contact with clients and/or access to client records, prior to such contact or access and will be accomplished through the use of: 1) a criminal history background check; 2) a DFPS abuse and neglect history check; and 3) a signed disclosure and release by each person attesting to this information, which will be maintained by Grantee, available for review by the Department, and renewed at intervals not to exceed 24 months while the Contract is in effect. (C) Direct Contact with Clients. Grantee will prevent or promptly remove any employee, subcontractor, or volunteer from direct client contact and/or from access to client records who is alleged to have committed any act listed in this Contract. If it is determined with certainty that the person in question has not committed the acts or offenses alleged, that person may again be assigned to direct client contact and/or access to client records. However, the Grantee or subcontractor will notify the Department of its intent to do so no later than ten (10) business days and receive Department approval prior to the reassignment. Grantee or subcontractor must provide the Department with further information concerning the reasons for the reassignment upon the request of the Department. If the person in question is found to have committed any of the acts or offenses listed in this Contract, that person will not be reassigned to duties involving any direct contact with clients and/or access to client records. VIII. Limitation on Use of DFPS Seal and Name. Grantee may not use the DFPS seal in any form or manner without the prior written approval of the Department. Grantee also may not use the name of DFPS to imply any endorsement, approval, or sponsorship of Grantee's goods or services by DFPS. IX. DFPS Confidential Information. Grantee will not release confidential DFPS information to any party without the prior written approval of DFPS, including, but not limited to, records received or created by the Grantee that are identifiable to children or clients referred by the Department. Grantee will not use any information supplied by DFPS except for the purposes that the Department intends the information to be used. If Grantee stores, collects, or maintains any data, Grantee will only use such data internally for implementing this Contract. (A) Grantee will establish a method to ensure the confidentiality of records and other information relating to clients according to applicable federal and state laws, rules, and regulations. (B) Grantee will immediately notify DFPS of any unauthorized disclosure or use of any confidential information. (C) This section does not limit the Department's right of access to client case records or other information relating to clients served under this Contract. The Department will have an absolute right to access to and copies of such information, upon request. (D) If Grantee receives any request or demand for disclosure of confidential information by oral questions, documents, subpoenas, civil investigative demand, interrogatories, requests for information, or other similar legal process, Grantee will provide DFPS with prompt notice of such request (no later than two (2) business days) so that the Department may determine whether to seek an appropriate protective order and/or consent to Grantee's disclosure of the requested records. This subsection does not preclude the Grantee from asserting its own privileges or objections against release of confidential information to a third -party based on applicable law. (E) The provisions of this section remain in full force and effect following termination of cessation of the services performed under this Contract. X. Notifications. Grantee will notify the Department immediately of any significant change affecting Grantee or this Contract, including, but not limited to, change of Grantee's name or identity, ownership, control, governing board membership, key personnel, any problem or potential problem associated with performance or services, or payee identification number. Grantee will also provide DFPS with any documentation or information related to a notification provided for under this section. Grantee will also notify DFPS of any lawsuit brought against Grantee related to the services provided for in this Contract. Unless otherwise noted in this Contract, Grantee will provide all notices in writing to the Department within ten (10) working days. XI. Authority of Department Staff. DFPS staff are not authorized to sign non- DFPS forms unless those forms have received prior approval by the Department. DFPS is not bound by unauthorized staff actions in signing such forms. XII. Complaint Reporting. Unless otherwise noted in this Contract, DFPS will contact Grantee when a complaint is received, and advise the Grantee whether DFPS will conduct an investigation or will coordinate with the Grantee for an investigation and a response. When DFPS requires the Grantee to conduct any part of the complaint investigation, Grantee must respond in writing to DFPS with all information and according to DFPS requirements and specified time frames. If Grantee is unwilling or unable to provide any information within the time required, Grantee will provide a written explanation for any information that Grantee does not submit, any applicable date by which Grantee will provide the information, and the detailed reasons why Grantee is unwilling or unable to provide such information. XIII. Information Security Requirements. Grantee must comply with the following: (A) The DFPS IT Security Policy located at: http://www.dfps.state.tx.us/documents/PCS/Contractor Information Security.pdf (B) Health and Human Services Enterprise Information Security Standards and Guidelines (C) Title 1, Texas Administrative Code, Sections 202.1 and 202.3-.28 (D) Texas Human Resources Code, Section 40.005 (E) Texas Business and Commerce Code, Subchapter B, Sections 521.051- .053 (F) Texas Family Code, Section 162.018 (G) Texas Family Code, Subchapter C, Sections 261.201-.203 (H) Texas Family Code, Section 264.408 (I) Texas Family Code, Section 264.511 (J) Texas Health and Safety Code, Section 85.115 and 40 TAC Section 1404 (K) Title 40, Texas Administrative Code, Subchapter B, Sections 700.201- .209 (L) Texas Health and Safety Code, Chapter 181 and 1 TAC Sections 391.1- .2 (M) The Federal Information Security Management Act of 2002 (FISMA); (N) Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; (0) NIST Special Publication 800-53 Revision 3 — Recommended Security Controls for Federal Information Systems and Organizations; and (P) NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems. (Q) In addition to the requirements expressly stated in this Section, Grantee must comply with any other State or Federal law, regulation, or administrative rule relating to the specific DFPS program area that Grantee supports. (R) Upon reasonable notice, Grantee must provide, and cause its subcontractors and agents to provide, DFPS or its designee, prompt, reasonable, and adequate access to any information security records, books, documents, and papers that are directly pertinent to the performance of the Contract including, but not limited to: 1) Grantee information security policies; 2) Grantee information security procedures; 3) Grantee information security standards; 4) Grantee information security guidelines; 5) Grantee security plan in compliance with NIST Special Publication 800-53 Revision 3; 6) Grantee security violation reports; 7) Grantee employee security acknowledgement agreements; and 8) Lists of Grantee's employees, subcontractors, and agents with authorized access to DFPS confidential information. (S) Items XIV(R)(1)-(8) above are subject to DFPS' review and approval. Neither DFPS' review or approval, nor its failure to review or approve, will relieve, waive, or satisfy any of Grantee's obligations under this Agreement. (T) Grantee will provide, and will cause its subcontractors and agents to provide, to DFPS, upon reasonable notice, written certifications of compliance with controls and provisions relating to information security, including but not limited, those related to confidential data transfers and the handling and disposal of Personally Identifiable Information (PII). Acceptable forms of written compliance may be, but are not limited to: 1) Statement on Auditing Standards No.70, Service Organizations (SAS -70) Report; 2) General Security Controls Audit; 3) Application Controls Audit; 4) Vulnerability Assessment; and 5) Network/Systems Penetration Test. XIV. Unilateral Amendments. The Department reserves the right to amend the Contract through execution of a unilateral amendment signed by the DFPS Contract Manager and provided to the Grantee with ten (10) days notice prior to execution of the amendment under the following circumstances: (A) to correct an obvious clerical error in this Contract; (B) to change the Contract number; f ) (C) to incorporate new or revised federal or state laws, regulations, rules, or policies; (D) to comply with a court order or judgment; (E) to update service level descriptions or daily rates; (F) to change the name of the Grantee in order to reflect the Grantee's name as recorded by the Texas Secretary of State or as required by law; (G) to change the designated DFPS mailing address for this Contract; (H) to change the designated Grantee mailing address for this Contract; or (I) to change the recorded license number of any license needed under this Contract in order to reflect the current number as issued by the licensing authority. XV. Additional Remedy. In addition to the contract management remedies reserved in the HHSC Uniform Terms and Conditions, DFPS, based on information from monitoring or other verifiable sources, expressly reserves the right to remove any subcontractor or employee of the Grantee from the provision of services under this contract. XVI. Transition after Termination. At the end of the contract term or other contract termination or cancellation, Grantee will in good faith and in reasonable cooperation with the Department, aid in the transition to any new arrangement or provider of services. The respective accrued interests or obligations incurred to date of termination must also be equitably settled. Upon termination or expiration of this Contract, DFPS will work with Grantee to transfer all services as efficiently as possible with the goal to have all necessary services transferred by the effective date of the expiration or termination of the Contract. However, in the event that a transfer of all necessary services is not possible, Grantee will continue to provide necessary services in accordance with all terms and conditions of this Contract until all necessary client services are completely transferred. XVII. DFPS Required Certifications. The certifications enumerated below represent material facts upon which DFPS relies when accepting a bid for this solicitation. If the Department later determines that Potential Grantee knowingly rendered an erroneous certification, DFPS may pursue all available remedies in accordance with Texas and U.S. law. Grantee further agrees that it will provide immediate written notice to DFPS if at any time Grantee 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 Grantee cannot certify the accuracy of all the statements contained in this section, Grantee must provide written notice to DFPS detailing which of the below statements it cannot certify and why. Grantee acknowledges its continuing obligation to comply with the requirements of the following certifications contained in its Proposal, and will immediately notify DFPS of any changes in circumstances affecting these certifications: (A) Federal Certification Regarding Lobbying. Federal law places restrictions on the use of federal funds in regard to lobbying. The Grantee certifies, to the best of its knowledge and belief, that: 1) In accordance with 31 U.S.C. §1352, no federal appropriated funds have been paid or will be paid, by or on behalf of the Grantee, to any person for influencing or attempting to influence an officer or employee of an 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 federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned will complete and submit Standard Form -LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. 3) The Grantee will require that the language of this certification be included in the award documents for subcontracts and that all subcontractors will certify and disclose accordingly. (B) Drug -Free Workplace Certification. Grantee certifies that it will or will continue to provide a drug-free workplace by: 1) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; 2) Establishing an ongoing drug-free awareness program to inform employees about— a) The dangers of drug abuse in the workplace; b) The grantee's policy of maintaining a drug-free workplace; c) Any available drug counseling, rehabilitation, and employee assistance programs; and d) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; 3) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement; 4) Notifying the employee in the statement that, as a condition of employment under the grant, the employee will— a) Abide by the terms of the statement; and b) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; 5) Notifying the agency in writing, within ten calendar days after receiving notice from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the federal agency has designated a central point for the receipt of such notices. Notice will include the identification number(s) of each affected grant; 6) Taking one of the following actions, within 30 calendar days of receiving notice, with respect to any employee who is so convicted— a) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or b) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency; 7) Making a good faith effort to continue to maintain a drug-free workplace. Prevention and Early Intervention (PEI) Special Conditions 1. Statement of Work vs. Project Work Plan. The Statement of Work is the formal document incorporated into the contract. The Project Work Plan documents how the Grantee will achieve the performance measures outlined in the contract. Changes to the Statement of Work require an amendment and Project Work Plans may be changed with written approval from PEI and the grantee. 2. Statement of Work Changes. A Grantee cannot make any changes to the Statement of Work without a formal contract amendment. An amendment is required to change any terms outlined in the contract including but not limited to: • Points of contact listed in the contract • Performance measures (outputs/outcomes) • Service areas outlined in the contract • Target populations • Addition or deletion of Primary Services required by the contract • Addition or deletion of Ancillary services required by the contract • Subcontractors identified in the contract • Budget transfers that exceed the 20% threshold • Any increase or decrease of the total budget • Any extension of the contract end date 3. Project Work Plan Changes. Any post -award contract changes to the Project Work Plan must not alter the Statement of the contract from that for which the contract was originally procured. The RFP and contract documents serve as the primary guide in establishing whether or not a change to the Project Work Plan is allowable. PEI may allow or make limited modifications to the Project Work Plan to meet unanticipated needs at any point during the life of the contract. Either the Grantee or PEI may identify the need for such a change. A Post -award Project Work Plan change requires a documented request 15 days prior to the anticipated change and prior written approval. A change to the Project Work Plan may include: • Point of contacts listed only in the Project Work Plan • Service Delivery locations or hours • Service areas as long as the change is consistent with the original Statement of the procurement and resulting contract, e.g. add or subtract zip codes within a county (when applicable) • Policies or procedures used to provide services including: a. Intake process b. Determining client eligibility c. Plan or process for retaining clients in the program d. Case documentation e. Linking participants with other social service providers when necessary f. Case closure or termination of services to clients g. Referrals to subcontractors • Policies, procedures and strategies used to ensure services are not denied or delayed when respondent's agency is at maximum capacity • Staffing plan (provided change meets minimum RFP requirements) • Staff training plan • Processes concerning contract administration • Processes concerning subcontract administration • Budget transfers under the 20% threshold • Addition of a budget line item that does not change the overall amount of the budget • Cost per client 4. Supplemental Bills. A supplemental bill will be accepted monthly for costs not included on the main monthly bill during previous months or if additional costs exceed $2500. Only one supplemental bill will be accepted monthly, so all additional costs must be included. 5. Billing For Mileage. Mileage should always be billed at the current approved GSA rate for the service date on the invoice. Mileage charges will be limited to the rates allowed in accordance with the General Service Administration (GSA) mileage rates found at https://www.gsa.gov/portal/content/100715. 6. Performance Measures Reporting. Grantee is required to review performance measure reports from the Prevention and Early Intervention System Database on a monthly basis. Grantee is required to submit the downloaded database reports that reflect all performance measures and a corrective action plan to DFPS no later than 15 days after the end of the first, second, and third quarters for each performance measure that is off track. A corrective action plan must include: (1) a statement of the problem, (2) the proposed steps to be taken, (3) a timeline for each step, (4) the person(s) responsible for implementing each step, and (5) the person responsible for oversight of the plan to ensure it is implemented correctly. The corrective action plan must be submitted on the required template and must outline the measures that will be taken by contractor to address each performance measure that is off track. 7. Program Forms and Social Security Numbers. Grantee is required to complete all fields of program forms in their entirety, including any social security number fields. If a client refuses to provide their social security number, Grantee must document refusal in the case file. The expectation is that Grantees make a good faith effort to obtain social security numbers and other information listed on the program form. Items with an asterisk on program forms are required fields in the database; however, the expectation is that the form is completed thoroughly. Primary caregivers must sign program forms giving consent for services prior to the provision of services. 8. Contractual Obligations. A grantee's acceptance of funds directly under the contract or indirectly through a subcontract acts as acceptance of the authority of the state, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that may be requested includes, but is not limited to, client files in their entirety (progress notes, action plans, registration forms, protective factor surveys, sign in sheets, monthly tracking forms, referral information, etc.), invoices that support monthly billings, a contractor's full general ledger, etc. f ) DFPS Cost Reimbursement Supplement 1. Cost Reimbursement Contract. 1.1. Basis for Payment. DFPS is not obligated to pay unauthorized costs or to pay more than Contractor's allowable and actually incurred costs consistent with federal and state regulations. Contractor is responsible for submitting bills in an accurate and timely manner for each service period and for notifying the Department of a need to expedite payment. DFPS will make reasonable efforts to process all bills received in an accurate and timely manner, but does not warrant immediate payment. 1.2. Regulation Compliance. Contractor will remain in compliance with 45 CFR Part 74 as applicable, Office of Management and Budget (OMB) Circulars A-133, A-110, A- 21, A-87, and A-122 as applicable, the Uniform Grant Management Standards (UGMS) as applicable, and 40 Texas Administrative Code (TAC) §§732.240-256 as applicable. The reimbursement made to Contractor will not exceed Contractor's actual costs to provide the services under this Contract and Contractor's actual costs, both direct and indirect, must be allowable, reasonable, and allocable. 1.3. Physical Property. Contractor will assume responsibility for the protection of all physical property and equipment purchased under this Contract. Contractor must furnish DFPS with a written, factual report of the theft of, or damage to, any equipment purchased under this contract, including circumstances concerning the loss. In addition, in the event of any theft, vandalism, or other offense against the properties, Contractor will notify appropriate local law enforcement authorities. 1.4. Equipment. Equipment is any article of tangible nonexpendable personal property having a useful life of more than one year and an acquisition cost that equals or exceeds the lesser of: the capitalization level established by the contractor for financial statement purposes or $5,000. Contractor will follow the provisions of Title 45 Code of Federal Regulations (CFR) Part 74 regarding disposition of any equipment purchased under this Contract with funds allocated to Contractor or its subcontractor. Contractor will not give any security interest, lien, or otherwise encumber any item of equipment purchased with contract funds. Contractor will permanently identify all equipment purchased under this contract by appropriate tags or labels affixed to the equipment. Contractor will maintain a current inventory of equipment that is available to the Department at all times upon request. Cost reimbursement contractors must also follow the following guidelines when contracting with DFPS. 1.4.1. Cost reimbursement contractors must add certain types of equipment items that are classified as "controlled assets" as designated in the Comptroller's State Property Accounting (SPA) Process User's Guide, available on the Internet, to their inventory. Contractors should review the SPA guide periodically for the most current list. 1.4.2. All cost reimbursement contractors must follow the American Hospital Association's (AHA) "Estimated Useful Lives of Depreciable Hospital Assets" for equipment disposition purposes, except when federal or statutory requirements supersede. 1.4.3. Contractors must request DFPS approval before disposing of equipment or controlled assets prior to the end of the useful life for that item. 1.4.4. Any change to the equipment category in a cost reimbursement budget will require prior approval from the Department. 2. Minimum Insurance Standards. 2.1. Contractor will provide insurance for direct delivery of services 48 hours prior to contract signing. Contractor will obtain and furnish proof of the following bonding and insurance coverage within forty-eight (48) hours of the award of the Contract or at such other time as specified by DFPS. The required coverages are: 2.1.1. Dishonesty bonding under a commercial crime policy or business services bonding, at a ten thousand dollar ($10,000.00) minimum; and 2.1.2. Commercial General Liability Coverage at a three hundred thousand dollar ($300,000) minimum for each occurrence limit, and six hundred thousand dollar ($600,000) minimum aggregate limit. The Department will be provided with ample written notice of policy or bond cancellation or material change in the policy or bond. 2.1.3. [Add the following if professional liability insurance is required.] Contractor must provide and furnish evidence of professional liability insurance with the minimum limits of $300,000.00 per occurrence and $600,000.00 aggregate. 2.2. The Contractor will purchase coverage with insurance companies or carriers rated for financial purposes "B" or higher whose policies cover risks located in the State of Texas. All bonds, policies, and coverage will be maintained during the entire term of contract. 2.3. All required insurance policies will include an endorsement stating that the Department will be given thirty (30) calendar days written notice of policy or bond cancellation or a material change in the policy or bond. DFPS Special Conditions for Subrecipients I. Subrecipient. DFPS has identified Grantee as a Subrecipient. Grantee must comply with 45 Code of Federal Regulations (CFR) 75, Office of Management and Budget (OMB) Circulars A-133, A-110, A-21, A-87, A-102, A-122 or the OMB Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as applicable. (A) Single Audit. Grantee must submit a Single Audit Determination (SAD) form in accordance with HHSC-OIG requirements. If applicable, Grantee will submit an annual financial and compliance audit of Grantee's fiscal year. Grantee will submit verification of the re -procurement of the independent audit firm for Single Audits. (B) For Profit Subrecipients. If Grantee is a for-profit entity, it is not subject to the auditing and reporting requirements of 45 CFR 75, Subpart F — Audit Requirements (Subpart F). However, DFPS maintains responsibility for establishing requirements, as necessary, to ensure compliance by for-profit subrecipients. Grantee agrees to comply and cooperate with additional fiscal and programmatic monitoring during the term of the contract and a post -award financial audit. II. FFATA Reporting. Grantee must report to DFPS the data elements required by the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282) and listed below if Grantee is a Subrecipient. No direct payment will be made to Grantee for providing any reports required under these provisions, as the cost of producing such reports will be deemed included in the Contract price. The reporting requirements below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes will be automatically incorporated into this Contract and must become part of Grantee's obligations under this Contract. DFPS may provide written notice to Grantee of any such change in accordance with this Contract, but such notice will not be a condition precedent to Grantee's duty to comply with revised OMB reporting requirements. (A) Sub -Award Information. Grantee will provide the following information to DFPS according to the timeframes communicated by the Department, but no later than the end of the month following the month of award of a contract with a value of $25,000 or more, (and any modifications to these contracts that change previously reported data): 1) Unique identifier (DUNS Number) for the Grantee receiving the award and for the Grantee's parent company, if the Grantee has a parent company. 2) Name of the Grantee. 3) Grantee's physical address including street address, city, state, and country. Also include the nine -digit zip code and congressional district. 4) Grantee's primary performance location including street address, city, state, and country. Also include the nine -digit zip code and congressional district. (B) Subrecipient Officers' Total Compensation (Top 5). According to the timeframes communicated by the Department but no later than the end of the month following the month of a contract award, and annually thereafter, the Grantee will report the names and total compensation of each of the five most highly compensated executives for the Grantee's preceding completed fiscal year if, in the Grantee's preceding fiscal year, the Grantee received - 1) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and 2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and 3) The public does not have access to information about the compensation of the executives 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. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.qov/answers/execomp.htm.) III. Notice of Funding. Grantee will place prominent notices acknowledging the funding it receives from the Department in all of its literature that describes services covered by this Contract. This notice will also appear in Grantee's annual financial report, if any is issued. A ) Contract #: 24426873 ATTACHMENT E RFP: 530-17-0002 DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND CITY OF CORPUS CHRISTI ("CON TRACTOR") This Data Use Agreement ("DUA"), effective as of the effective date of the base contract ("Effective Date"), is entered into by and between the Texas Health and Human Services Enterprise agency ("HHS") and CITY OF CORPUS CHRISTI. ("CONTRACTOR"), and incorporated into the terms of HHS Contract No. 24426873, in Travis County, Texas (the "Base Contract"). ARTICLE 1.PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CON TRACTOR, and describe CON IRACTOR'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. 45 CFR 164.504(e)(1)-(3) This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. § 1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Scope of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User" means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 HHS Contract No. 24426873 "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR or that CON TRACTOR may create, receive, maintain, use, disclose or have access to on behalf of HHS that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Personally Identifiable Information; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Leaally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § 166.164; Estates Code Ch. 752 and Texas Prob. Code § 3. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION Section 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) CONTRACTOR will not, without HHS's prior written consent, disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out the Authorized Purpose or as Required by Law. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code §181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, without prior written approval of HHS, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying HHS so that HHS may have the opportunity to object to the disclosure or access and seek appropriate HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 2of12 HHS Contract No. 24426873 relief. If HHS objects to such disclosure or access, CONTRACTOR will refrain from disclosing or providing access to the Confidential Information until HHS has exhausted all alternatives for relief. 45 CFR 164.504(e)(2)(ii)(A) (E) CON TRACTOR will not attempt to re -identify or further identify Confidential Information or De -identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and (4); Texas Health & Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information, on behalf of CONTRACTOR without requiring that Subcontractor first execute the Form Subcontractor Agreement, Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions, safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential Information and which permits more strict limitations; and 45 CFR 164.502(e)(1)(1)(ii); 164. 504(e)(1)(0 and (2) (G) CON TRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set, CONTRACTOR will make PHI available to HHS in a Designated Record Set or, as directed by HHS, provide PHI to the Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. 45 CFR 164. 524and 164.504(e)(2)(ii)(E) (I) CONTRACTOR will make PHI as required by HIPAA available to HHS for amendment and incorporate any amendments to this information that HHS directs or agrees to pursuant to the HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and (F) (J) CONTRACTOR will document and make available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(ii)(G) and 164.528 (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI by any Individual subject to this DUA, it will promptly forward the request to HHS; however, if it would violate HIPAA to forward the request, CONTRACTOR will promptly notify HHS of the request and of CONTRACTOR's response. Unless CONTRACTOR is prohibited by law from forwarding a request, HHS will respond to all such requests, unless HHS has given prior written consent for CONTRACTOR to respond to and account for all such requests. 45 CFR 164. 504(e)(2) (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202 (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use or disclose PHI for the proper management and HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 3of12 HHS Contract Nc 24426873 administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities if: 45 CFR 164.504(e)(ii)(1)(A) (1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section 3.01(D); (2) CONTRACTOR obtains reasonable assurances from the Person to whom the information is disclosed that the Person will: (a) Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c) Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B) (N) Except as otherwise limited by this DUA, CONTRACTOR will, if requested by HHS, use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, return to HHS or Destroy, at HHS's election, and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HMS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or returned to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, CONTRACTOR acknowledges and agrees that it may not Destroy any Confidential Information if federal or state law, or HHS record retention policy or a litigation hold notice prohibits such Destruction. If such return or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such return or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(.7) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 2 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306 HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 4 of 12 HHS Contract No. 24426873 (R) CONTRACTOR will establish, implement and maintain any and all appropriate procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards) (S) CONTRACTOR will designate and identify, subject to HHS approval, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. 45 CFR 164.308(a)(2) (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d) (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the DUA. 45 CFR 164.308; 164.316; 164.514(d); 164.530(1)(1) (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received, used or disclosed by CONTRACTOR on behalf of HHS for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(d) (X) CON TRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I) (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form. A secure transmission of electronic Confidential Information in motion includes secure File Transfer Protocol (SFTP) or Encryption at an appropriate level or otherwise protected as required by rule, regulation or law. HHS Confidential Information at rest requires Encryption unless there is adequate administrative, technical, and physical security, or as otherwise protected as required by rule, regulation or law. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 5of12 HHS Contract Nc. 24426873 investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De -identification of HHS Confidential Information is a means of security. With respect to de -identification of PHI, "secure" means de -identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312; 164.530(d) (Z) CONTRACTOR will comply with the following laws and standards if applicable to the type of Confidential Information and Contractor's Authorized Purpose: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 — Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 — An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A — Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 — Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and • Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS Section 4.01. Breach or Event Notification to HHS. 45 CFR 164.400-414 (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's satisfaction (the "incident response period"). 45 CFR 164.404 (C) Breach Notice: 1. Initial Notice. a. For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 6 of 12 HHS Contract No. 24426873 Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. b. Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410 c. Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. 2. 48 -Hour Formal Notice. No later than 48 consecutive clock hours after Discovery, or a time within which Discovery reasonably should have been made by CONTRACTOR of an Event or Breach of Confidential Information, provide formal notification to the State, including all reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available: For (a) - (m) below: 45 CFR 164.400- 414 a. The date the Event or Breach occurred; b. The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; c. A brief description of the Event or Breach: including how it occurred and who is responsible (or hypotheses, if not yet determined); d. A brief description of CONTRACTOR's investigation and the status of the investigation; e. A description of the types and amount of Confidential Information involved; f. Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the individual and if applicable the, Legally authorized representative, last known address, age, telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; g. CONTRACTOR' s initial risk assessment of the Event or Breach demonstrating whether individual or other notices are_required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; h. CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm, including without limitation CONTRACTOR' s provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; i. The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); j. The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; k. Identify, describe or estimate of the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; 1. A reasonable schedule for CONTRACTOR to provide regular updates to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 7of12 HHS Contract No. 24426873 otherwise directed by HHS, including information about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and m. Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discovery. Section 4.02 Investigation, Response and Mitigation. For A -F below: 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the fmal assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. Section 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by HHS following a Breach. (B) CONTRACTOR must obtain HHS's prior written approval of the time, manner and content of any notification to Individuals, regulators or third -parties, or any notice required by other state or federal authorities. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the satisfaction of HHS that any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. SCOPE OF WORK HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 8of12 HHS Contract No. 24426873 Scope of Work means the services and deliverables to be performed or provided by CON IRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Scope of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS Section 6.01 Ownership of Confidential Information CONTRACTOR acknowledges and agrees that the Confidential Information is and will remain the property of HHS. CONTRACTOR agrees it acquires no title or rights to the Confidential Information. Section 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. Section 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of CON IRACTOR to monitor compliance with this DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. Section 6.04 Term; Termination ofDUA; Survival This DUA will be effective on the date on which CON IRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein . If the Base Contract is extended or amended, this DUA is updated automatically concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (D) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: 1. Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or 2. Require CONTRACTOR to submit to a corrective action plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or 3. Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 9of12 HHS Contract N 24426873 4. Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Travis County, Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation and the action it intends to take. (E) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary. (F) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. Section 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Travis County, Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. Section 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. Section 6.07 Indemnification CONTRACTOR will indemnify, defend and hold harmless HHS and its respective Executive Commissioner, employees, Subcontractors, agents (including other state agencies acting on behalf of HHS) or other members of its Workforce (each of the foregoing hereinafter referred to as "Indemnified Party") against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with any breach of this DUA or from any acts or omissions related to this DUA by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other members of its Workforce. The duty to indemnify, defend and hold harmless is independent of the duty to insure and continues to apply even in the event insurance coverage required, if any, in the DUA or Base Contract is denied, or coverage rights are reserved by any insurance carrier. Upon demand, CON TRACTOR will reimburse HHS for any and all losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party to the extent caused by and which results from the CONTRACTOR's failure to meet any of its obligations under this DUA. CON IRACTOR's obligation to defend, indemnify and hold harmless any Indemnified Party will survive the expiration or termination of this DUA. Section 6.08 Insurance HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 10 of 12 HHS Contract No. 24426873 (A) In addition to any insurance required in the Base Contract, at HMS's option, HHS may require CONTRACTOR to maintain, at its expense, the special and/or custom first- and third -party insurance coverages, including without limitation data breach, cyber liability, crime theft and notification expense coverages, with policy limits sufficient to cover any liability arising under this DUA, naming the State of Texas, acting through HHS, as an additional named insured and loss payee, with primary and non-contributory status, with required insurance coverage, by the Effective Date, or as required by HHS. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. Section 6.09 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, including but not limited to requirements to insure and/or indemnify HHS, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event. Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. Section 6.10 Entirety of the Contract This Data Use Agreement is incorporated by reference into the Base Contract and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. Section 6.11 Automatic Amendment and Interpretation Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any other law applicable to Confidential Information, this DUA will automatically be amended so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such requirements. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 11 of 12 HHS Contract N 24426873 ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM HHS CONTRACT NUMBER 24426873 The DUA between HHS and CONTRACTOR establishes the permitted and required uses and disclosures of Confidential Information by CONTRACTOR. CONTRACTOR has subcontracted with (SUBCONTRACTOR) for performance of duties on behalf of CONTACTOR which are subject to the DUA. SUBCONTRACTOR acknowledges, understands and agrees to be bound by the identical terms and conditions applicable to CONTRACTOR under the DUA, incorporated by reference in this Agreement, with respect to HHS Confidential Information. CONTRACTOR and SUBCONTRACTOR agree that HHS is a third -party beneficiary to applicable provisions of the subcontract. HHS has the right but not the obligation to review or approve the terms and conditions of the subcontract by virtue of this Subcontractor Agreement Form. CONTRACTOR and SUBCONTRACTOR assure HHS that any Breach or Event as defined by the DUA that SUBCONTRACTOR Discovers will be reported to HHS by CONTRACTOR in the time, manner and content required by the DUA. If CONTRACTOR knows or should have known in the exercise of reasonable diligence of a pattern of activity or practice by SUBCONTRACTOR that constitutes a material breach or violation of the DUA or the SUBCONTRACTOR's obligations CONTRACTOR will: 1. Take reasonable steps to cure the violation or end the violation, as applicable; 2. If the steps are unsuccessful, terminate the contract or arrangement with SUBCONTRACTOR, if feasible; 3. Notify HHS immediately upon reasonably discovery of the pattern of activity or practice of SUBCONTRACTOR that constitutes a material breach or violation of the DUA and keep HHS reasonably and regularly informed about steps CONTRACTOR is taking to cure or end the violation or terminate SUBCONTACTOR's contract or arrangement. This Subcontractor Agreement Form is executed by the parties in their capacities indicated below. CONTRACTOR SUBCONTRACTOR BY: NAME: TITLE: DATE ,201. BY: NAME: TITLE: DATE: HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1, 2015 Page 12of12 SERVICE AGREEMENT NO. 161 Community Youth Development Program Services - Parental Involvement, Academic Support and Recreational Services THIS Community Youth Development Program Services - Parental Involvement, Academic Support and Recreational Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Boys and Girls Club of the Coastal Bend ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Community Youth Development Program Services - Parental Involvement, Academic Support and Recreational Services in response to Request for Bid/Proposal No. 161 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Community Youth Development Program Services - Parental Involvement, Academic Support and Recreational Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $90,495.57, subject to approved extensions and changes. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Name: Matthew Delgado Department: Park & Recreation Phone: (361) 826-4028 Email: MatthewDecctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 8 a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Matthew Delgado Title: Program Manager Address: 615 Leopard St. Suite 105, Corpus Christi, TX 78401 Fax: (361) 826-4028 IF TO CONTRACTOR: Boys & Girls Clubs of the Coastal Bend Attn: Valerie Burciaga Title: Community Relations Coordinator City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 8 3902 Greenwood Drive, Corpus Christi, TX 78416 Fax: (361) 387-1523 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 8 CONTRACTOR Signature: Printed Name: Kim Barrientos Title: CEO Date: 5/5/2017 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 161 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 8 of 8 Attachment A: Scope of Work 1. Background A. The CYD program was established in 1995 with funds authorized by the 74th Legislature for the purpose of reducing juvenile crime in areas of Texas with a high incidence of juvenile crime. B. The selected ZIP codes were identified by a methodology developed by an interagency workgroup that defined guidelines for the CYD program. The methodology involved identifying Texas counties with the highest number of juvenile arrests for violent offenses and then selecting ZIP codes with the highest number of juvenile probation referrals within each of those counties. The same methodology was used each year that the CYD program expanded. 2. Eligibility A. CYD programs serve youth ages 6 - 17 who live in and/or attend eligible schools in the 78415 ZIP code. Verification of addresses for registering youth is left up to the subcontractor, but must be done in good faith. B. Eligible public CYD Schools High Schools Mary Carroll High School, 5301 Weber Foy H. Moody High School, 1818 Trojan Drive Middle Schools Tom Browne Middle School, 4301 Schanen Blvd. Baker Middle School, 3445 Pecan Street South Park Middle School, 3001 McArdle Road Hamlin Middle School, 3900 Hamlin Drive Elementary Berlanga Elementary, 4120 Carroll Ln Early Childhood Development Center, 6300 Ocean Drive Fannin Elementary, 2730 Gollihar Galvan Elementary, 3126 Masterson Drive Hicks Elementary, 3602 McArdle Road Houston Elementary, 363 Norton Street Kostoryz Elementary, 3602 Panama Drive Sanders Elementary, 4102 Republic Drive Travis Elementary, 3210 Churchill Drive C. The target emphasis is 10 to 17 years of age. Youth 9 and under may be served but cannot exceed 30% for the entire fiscal year. Family members of eligible participants are eligible for services if the service involves the family, including the eligible youth participant, with the goal of preventing delinquency of the eligible youth. Family members eligible for such services are limited to those individuals who are related to and residing in the same Page 1 of 5 household as the eligible youth, including fictive kin and a non-custodial parent. Subcontractors must be conscious of youth that are over or under the age limits. Registration forms for each youth will be collected and reviewed for accuracy. D. As a prevention program, CYD is intended to serve youths who have not already been involved in the juvenile justice system, but who are at -risk of becoming involved. Youth whose cases are pre -adjudicated, informally adjudicated, or whose adjudication has been deferred are eligible for CYD services. Providers are not required to verify lack of involvement in the juvenile justice system but are required to complete risk factors for each youth. Identified Risk Factors Include: • Poor expressive language • Lack of self-control • A high degree of impulsiveness and hyperactivity • Aggressive temperament • Antisocial behavior • Friends who engage in "problem behavior" • Low school attendance • Parent/guardian(s) exhibit low school attainment and/or was a teen parent(s) • Poor parental/guardian supervision and harsh and erratic discipline • Parental conflict and/or single parent families • Parent/guardian with mental illness • Family history of problem behaviors such as parental drug use, domestic violence or criminal activity • History of maltreatment E. Local providers are not limited to serving only youth who are eligible for CYD services. It is necessary to note however, that only services provided to eligible youth, as defined above, can be reimbursed through CYD. Contractors must track and document services provided to eligible and non -eligible participants to support amounts billed to CYD and to determine CYD performance measures. 3. Scope of Services A. The CYD program will fund prevention services that are directly linked to juvenile delinquency prevention. Intervention services, including diversion programs, are not appropriate under the CYD model. To the greatest extent possible, services should be designed to appeal to those youth most vulnerable to juvenile delinquency. The Fiscal Agent (City) is responsible for ensuring an appropriate balance between intensive programs that serve a limited number of youth and less intensive programs that can serve greater numbers of youth. One-time events or services that only accrue a limited number of contact hours (e.g. only two hours per month) are not eligible for funding. If one-time activities are planned as a service, they should be an Page 2 of 5 added value for youth already participating and cannot be a stand-alone service. In determining which services will be funded, the Fiscal Agent with the help of the Review Committee will consider the overall potential impact on the ZIP code based on the number of youth to be served, the hours of intensity with the youth, the need in the community and other factors. B. A diverse array of services can be provided through the CYD program. Historically, the following types of services have been funded through CYD: youth leadership development, life skills development, character education, conflict resolution, cultural exploration, rites of passage programs, after-school enrichment and education, career exploration, structured recreational programs, youth sports, mentoring and programs that promote family support and involvement. Any activities related to boxing cannot be funded through the CYD program. Supplanting of funds is unallowable. For any service to be provided, the Fiscal Agent must ensure that services do not duplicate those already provided in the community through other funding sources, but do fill gaps in service and enhance or compliment other services. C. Program services must be easily accessible to youth, or the provider of the service must address transportation needs for any youth for whom lack of transportation would prevent full participation in CYD program activities. • Program services must be focused on enhancement of at least one of the following protective factors associated with juvenile delinquency prevention, including but not limited to: • Involvement with positive peer group activities and norms • Social competencies such as decision making skills, assertiveness and interpersonal skills • Caring adults other than parent • Strong bond between children and parents • Emotional support and absence of severe criticism • Clear rules and expectations • Involvement with school/community • Friendship network • Positive perception of self and others • Places high values on helping others • Sense of purpose D. Direct service staff of the Subcontractor must be at least 18 years of age, have a High School Diploma or GED, and 1 year of experience in the health and human services field to include work with youth. E. Mandated/Core Services for the 78415 Zip Code as required by DFPS: Each Fiscal Agent (City) is required to provide four mandatory services; Youth Advisory Committee (YAC), Youth Leadership Development (YLD), Mentoring, and Parental Involvement either directly or indirectly through Page 3 of 5 subcontract in addition to other services. The core service will take precedence over other programs when funding is considered. The Core Service is as follows: 1. Parental Involvement Requirements • Family engagement is associated with improved program outcomes. Parental involvement increases youth participation in after-school programs, influences constructive parent involvement in the home, increases protective factors and may address risk factors that may lead to juvenile delinquency. Further, father -figure involvement is linked to decreased drug use, and decreased delinquent behavior. • Contractor must demonstrate a commitment to the meaningful involvement of parents. There are several options available to engage parents. Which strategy works best will depend on the dynamics of the community served. These strategies may include parent training/parenting classes, parent leadership programs, counseling, service -based learning, and many other strategies. o The awarded Contractor must develop and implement a parent involvement component as one of their goals in the Collaborative Community Committee. o During the first 90 days of the contract, the Contractor will work with DFPS to develop a Parent Involvement component suited to the Contractor's service area and the community's needs. F. Optional CYD Program Services: • Recreational Services: Rewarding, challenging, and age-appropriate activities provided in a safe, structured, and positive environment, with the intent of reducing delinquency by way of a socializing effect through which youth develop positive qualities. Examples may include organized sports, hobbies, music, arts and crafts and cultural activities. Boxing is not allowed. • Academic Support Services: Designed to increase student engagement in the learning process and hence academic performance and bonding to the school (e.g., cooperative learning techniques," experiential learning" strategies, tutoring and basic skill building). Note: This must not include preparation assistance for any standardized testing. G. MANAGEMENT OF CONTRACT The Contractor must keep in mind the performance measures that must be met along with paperwork and administration requirements that must be completed in performing the CYD contract. Requirements include but are not limited to: • Comply with all DFPS contract requirements that apply to subcontracts and follow the Contractor's policies and procedures as well as OMB and Page 4 of 5 TAC guidelines when managing the fiscal, administrative and program aspects of CYD; • Have policies and procedures in place for ongoing management of the CYD Program including planning and oversight of the overall program; • Administrative management to include but not limited to personnel requirements, records maintenance, and DFPS Background Check requirements; • Program management to include quality assurance processes to ensure appropriate service delivery and progress towards contract performance measures; • Collection and submission of program forms and monthly participant data from youth, including but not limited to Registration Forms, Risk Factor Surveys, Pre & Post Tests, and Satisfaction Surveys; • Support and at a minimum monthly supervision of all staff that provide direct services to clients, including volunteers. This supervision must provide the direct staff and volunteers an opportunity to gain professional development, support, and advice about theirworkwith the clients; • Attendance at quarterly meetings and submission of quarterly reports; • Participation with CYD events and provider information meetings; • Collaboration with all CYD providers including participating in marketing of the program to the community; • Oversight to ensure that budget is appropriately managed to prevent any lapse in contract funds and ensuring that costs are reasonable, necessary, allowable and allocable under the contract and governing regulations (OMB circulars and the Texas Administrative Code). Page 5 of 5 Attachment B: Bid/Pricing Schedule Summary click here for instructions Contractor Boys & Girls Clubs of the Coastal Bend Contract No. Contract Period 9/1/2017 - 8/31/2018 Cost Category A Grand Total B Reimbursable C Other (Match) (1A) Personnel - Salaries $ 88,710.48 0 0 (1 B) Personnel - Fringe Benefits $ 6,738.00 0 0 Subtotal $ 95,448.48 0 0 (2) Travel $ - 0 0 (3) Materials, Supplies, and Controlled Assets $ 10,200.00 0 5750 (4) Equipment (Rent/Lease/Purchase) $ 60,000.00 0 0 Subtotal $ 70,200.00 0 5750 (5) Other Costs (list below) 0 0 0 Subtotal 0 0 0 Foster or Day Care Total (per DFPS unit rate below) Total Direct Costs Total Indirect Costs (if applicable) % Grand Total $ 165,648.48 0 5750 Unit Rate Contracts Amounts (a) Projected service units (days, etc.) x (b) Cost per unit of service (i.e., unit rates) x (c) Projected clients to be served Foster or Day Care Total 0 Certified by: Valerie Burciaga Name: Valerie Burciaga Title: Community Relations Director Date: 9/15/2016 ***The Boys and Girls Club of the Coastal Bend proposed to provide multiple services for the Community Youth Development Programs; they are being recommended for three programs at a do -not -exceed amount of $90,495.57. Attachment C: Insurance/Bond Requirements INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Park & Recreation Director one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this insurance document. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2016 Insurance Requirements Park & Recreation CYD Program 08/16/2016 my Risk Management Attachment D: Warranty Requirements Warranty is not required for the service agreement, item 8. Warranty of this agreement is null. SERVICE AGREEMENT NO. 1188 Community Youth Development Program Services - Mentoring, Academic Support and Recreational Services THIS Community Youth Development Program Services - Mentoring, Academic Support and Recreational Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Communities In Schools of the Coastal Bend ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Community Youth Development Program Services - Mentoring, Academic Support and Recreational Services in response to Request for Bid/Proposal No. 161 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Community Youth Development Program Services - Mentoring, Academic Support and Recreational Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $127,810.97, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Name: Matthew Delgado Department: Park & Recreation Phone: (361) 826-4028 Email: MatthewDecctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 8 or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Matthew Delgado Title: Program Manager Address: 615 Leopard St. Suite 105, Corpus Christi, TX 78401 Fax: (361) 826-4028 IF TO CONTRACTOR: Communities In Schools of the Coastal Bend Attn: Gloria Taylor Title: Executive Director City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 8 2212 Morris, Corpus Christi, TX 78405 Fax: (361) 696-4024 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 8 CONTR Signati re: Printed Nam iOrt Title: E)(ecu-Mie MIZE Date: 5 - 3 V7 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 161 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 Attachment A: Scope of Work 1. Background A. The CYD program was established in 1995 with funds authorized by the 74th Legislature for the purpose of reducing juvenile crime in areas of Texas with a high incidence of juvenile crime. B. The selected ZIP codes were identified by a methodology developed by an interagency workgroup that defined guidelines for the CYD program. The methodology involved identifying Texas counties with the highest number of juvenile arrests for violent offenses and then selecting ZIP codes with the highest number of juvenile probation referrals within each of those counties. The same methodology was used each year that the CYD program expanded. 2. Eligibility A. CYD programs serve youth ages 6 - 17 who live in and/or attend eligible schools in the 78415 ZIP code. Verification of addresses for registering youth is left up to the subcontractor, but must be done in good faith. B. Eligible public CYD Schools High Schools Mary Carroll High School, 5301 Weber Foy H. Moody High School, 1818 Trojan Drive Middle Schools Tom Browne Middle School, 4301 Schanen Blvd. Baker Middle School, 3445 Pecan Street South Park Middle School, 3001 McArdle Road Hamlin Middle School, 3900 Hamlin Drive Elementary Berlanga Elementary, 4120 Carroll Ln Early Childhood Development Center, 6300 Ocean Drive Fannin Elementary, 2730 Gollihar Galvan Elementary, 3126 Masterson Drive Hicks Elementary, 3602 McArdle Road Houston Elementary, 363 Norton Street Kostoryz Elementary, 3602 Panama Drive Sanders Elementary, 4102 Republic Drive Travis Elementary, 3210 Churchill Drive C. The target emphasis is 10 to 17 years of age. Youth 9 and under may be served but cannot exceed 30% for the entire fiscal year. Family members of eligible participants are eligible for services if the service involves the family, including the eligible youth participant, with the goal of preventing delinquency of the eligible youth. Family members eligible for such services are limited to those individuals who are related to and residing in the same Page 1 of 6 household as the eligible youth, including fictive kin and a non-custodial parent. Subcontractors must be conscious of youth that are over or under the age limits. Registration forms for each youth will be collected and reviewed for accuracy. D. As a prevention program, CYD is intended to serve youths who have not already been involved in the juvenile justice system, but who are at -risk of becoming involved. Youth whose cases are pre -adjudicated, informally adjudicated, or whose adjudication has been deferred are eligible for CYD services. Providers are not required to verify lack of involvement in the juvenile justice system but are required to complete risk factors for each youth. Identified Risk Factors Include: • Poor expressive language • Lack of self-control • A high degree of impulsiveness and hyperactivity • Aggressive temperament • Antisocial behavior • Friends who engage in "problem behavior" • Low school attendance • Parent/guardian(s) exhibit low school attainment and/or was a teen parent(s) • Poor parental/guardian supervision and harsh and erratic discipline • Parental conflict and/or single parent families • Parent/guardian with mental illness • Family history of problem behaviors such as parental drug use, domestic violence or criminal activity • History of maltreatment E. Local providers are not limited to serving only youth who are eligible for CYD services. It is necessary to note however, that only services provided to eligible youth, as defined above, can be reimbursed through CYD. Contractors must track and document services provided to eligible and non -eligible participants to support amounts billed to CYD and to determine CYD performance measures. 3. Scope of Services A. The CYD program will fund prevention services that are directly linked to juvenile delinquency prevention. Intervention services, including diversion programs, are not appropriate under the CYD model. To the greatest extent possible, services should be designed to appeal to those youth most vulnerable to juvenile delinquency. The Fiscal Agent (City) is responsible for ensuring an appropriate balance between intensive programs that serve a limited number of youth and less intensive programs that can serve greater numbers of youth. One-time events or services that only accrue a limited number of contact hours (e.g. only two hours per month) are not eligible for funding. If one-time activities are planned as a service, they should be an Page 2 of 6 added value for youth already participating and cannot be a stand-alone service. In determining which services will be funded, the Fiscal Agent with the help of the Review Committee will consider the overall potential impact on the ZIP code based on the number of youth to be served, the hours of intensity with the youth, the need in the community and other factors. B. A diverse array of services can be provided through the CYD program. Historically, the following types of services have been funded through CYD: youth leadership development, life skills development, character education, conflict resolution, cultural exploration, rites of passage programs, after-school enrichment and education, career exploration, structured recreational programs, youth sports, mentoring and programs that promote family support and involvement. Any activities related to boxing cannot be funded through the CYD program. Supplanting of funds is unallowable. For any service to be provided, the Fiscal Agent must ensure that services do not duplicate those already provided in the community through other funding sources, but do fill gaps in service and enhance or compliment other services. C. Program services must be easily accessible to youth, or the provider of the service must address transportation needs for any youth for whom lack of transportation would prevent full participation in CYD program activities. • Program services must be focused on enhancement of at least one of the following protective factors associated with juvenile delinquency prevention, including but not limited to: • Involvement with positive peer group activities and norms • Social competencies such as decision making skills, assertiveness and interpersonal skills • Caring adults other than parent • Strong bond between children and parents • Emotional support and absence of severe criticism • Clear rules and expectations • Involvement with school/community • Friendship network • Positive perception of self and others • Places high values on helping others • Sense of purpose D. Direct service staff of the Subcontractor must be at least 18 years of age, have a High School Diploma or GED, and 1 year of experience in the health and human services field to include work with youth. Page 3 of 6 E. Mandated/Core Services for the 78415 Zip Code as required by DFPS: Each Fiscal Agent (City) is required to provide four mandatory services; Youth Advisory Committee (YAC), Youth Leadership Development (YLD), Mentoring, and Parental Involvement either directly or indirectly through subcontract in addition to other services. These four services will take precedence over other programs when funding is considered. The four Core Services are as follows: 1. Mentoring Program Requirements • Mentoring must be conducted in individual or group settings and must primarily focus on facilitating an ongoing positive relationship between the target youth and a caring adult role model who provides help to the younger person as he or she goes through life. • Only face-to-face interactions will be considered direct services to youth. • If one-on-one mentoring is provided, there must be program guidelines for the mentoring process, recruitment and training of mentors, and management of the mentoring relationship to ensure client safety and positive outcomes. Program guidelines must address at least the following elements: o recruitment of mentors and mentees to include application and screening; o training of mentors to include number of hours, mode of training used, and topics or content; o a definition of mentoring; o the role of a mentor and a mentee; o expectations for the length of service and relationship for both the mentor and mentee; o description of the matching process; o allowable contact between a mentor and mentee (e.g. only at school or in community); o parental notification and/or consent requirements; o transportation of mentees; o guidelines for any financial transactions to include gifts; o risk assessment and management including safety concerns for mentors and mentees; o characteristics of mentees to include warning signs and problem solving for certain behaviors or crises such as self -harm, suicidal ideation, aggression, etc.; supervision and support provided to mentors; and termination and closure of a mentor or mentee relationship. Page 4 of 6 • Neither peer mentoring nor family mentoring programs satisfy this requirement. • Ninety percent (90%) of the youth who receive Mentoring services must be in the 4th -8th grades and be between the ages 9-14. F. Optional CYD Program Services: • Recreational Services: Rewarding, challenging, and age-appropriate activities provided in a safe, structured, and positive environment, with the intent of reducing delinquency by way of a socializing effect through which youth develop positive qualities. Examples may include organized sports, hobbies, music, arts and crafts and cultural activities. Boxing is not allowed. • Academic Support Services: Designed to increase student engagement in the learning process and hence academic performance and bonding to the school (e.g., cooperative learning techniques," experiential learning" strategies, tutoring and basic skill building). Note: This must not include preparation assistance for any standardized testing. G. MANAGEMENT OF CONTRACT The Contractor must keep in mind the performance measures that must be met along with paperwork and administration requirements that must be completed in performing the CYD contract. Requirements include but are not limited to: • Comply with all DFPS contract requirements that apply to subcontracts and follow the Contractor's policies and procedures as well as OMB and TAC guidelines when managing the fiscal, administrative and program aspects of CYD; • Have policies and procedures in place for ongoing management of the CYD Program including planning and oversight of the overall program; • Administrative management to include but not limited to personnel requirements, records maintenance, and DFPS Background Check requirements; • Program management to include quality assurance processes to ensure appropriate service delivery and progress towards contract performance measures; • Collection and submission of program forms and monthly participant data from youth, including but not limited to Registration Forms, Risk Factor Surveys, Pre & Post Tests, and Satisfaction Surveys; • Support and at a minimum monthly supervision of all staff that provide direct services to clients, including volunteers. This supervision must provide the direct staff and volunteers an opportunity to gain professional development, support, and advice about their work with the clients; Page 5 of 6 • Attendance at quarterly meetings and submission of quarterly reports; • Participation with CYD events and provider information meetings; • Collaboration with all CYD providers including participating in marketing of the program to the community; • Oversight to ensure that budget is appropriately managed to prevent any lapse in contract funds and ensuring that costs are reasonable, necessary, allowable and allocable under the contract and governing regulations (OMB circulars and the Texas Administrative Code). Page 6 of 6 Attachment B: Bid/Pricing Schedule Summary click Tier! fair i.1slmu;ia nk Corm unities In Schools CYD Application RFP No, 16 i Contractor inities In Schools of the Coastal Bend Contract No. Contract Period 09/01117 thru 08/31/2018 Cost Category A Grand Total e Reimbursable C Other (Match) (1A) Personnel - Salaries 130278 13027E Q (1B). Personnel - Fringe Berrelits 27753 27753 0 Subtotal 18031 169031 0 (2) Travel 37(10 3240 0 (3y Materials, Supplies, and Controlled Assets 100(1 4000 0 {4)fsauipmen#(FaentltaaselN rohase} 0 0 _ 0 3rlbtotal 7244 1240 0 {5) Other Costs i.Past bebw } 921 A t 215 L+ Subtotal 9216 9216 0 Foster or Day Care Total (per DFS unit rate below) Total. Direct Costs Total Indirect Costs (if applicable)o Grand Total 174489 174484 0 Unit Rate Contracts Amounts (a) Projected service urine (days, etc.) x 0 (b) Cost per unit of service (i.e., unit rates), x 0 (c) Fftjeoled clients to be served 0 Foster or Day Care Total 0 Date: z ***Communites In Schools of the Coastal Bend proposed to provide multiple services for the Community Youth Development Programs; they are being recommended for three programs at a do -no -exceed amount of $127,810.97. Attachment C: Insurance/Bond Requirements INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Park & Recreation Director one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this insurance document. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2016 Insurance Requirements Park & Recreation CYD Program 08/16/2016 my Risk Management Attachment D: Warranty Requirements Warranty is not required for the service agreement, item 8. Warranty of this agreement is null. SERVICE AGREEMENT NO. 1190 Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills THIS Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Youth Odyssey, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills in response to Request for Bid/Proposal No. 161 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $50,000.00, subject to approved extensions and changes. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 1 of 8 Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Name: Matthew Delgado Department: Park & Recreation Phone: (361) 826-4028 Email: MatthewDecctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 8 a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Matthew Delgado Title: Program Manager Address: 615 Leopard St. Suite 105, Corpus Christi, TX 78401 Fax: (361) 826-4028 IF TO CONTRACTOR: Youth Odyssey, Inc. Attn: Rebekah A. Meyer Title: Executive Director City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 8 PO Box 331394, Corpus Christi, TX 78463 Fax: (361) 334-4254 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 8 CONTRACTOR � TO1/'2- OR— Si nature: �_ ��t I ! Printed Name:pb l } Title: tX•ealk,\\ vg. 1:"")) c qz Date: 5 / 3 )1 i - CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 161 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 Attachment A: Scope of Work 1. Background A. The CYD program was established in 1995 with funds authorized by the 74th Legislature for the purpose of reducing juvenile crime in areas of Texas with a high incidence of juvenile crime. B. The selected ZIP codes were identified by a methodology developed by an interagency workgroup that defined guidelines for the CYD program. The methodology involved identifying Texas counties with the highest number of juvenile arrests for violent offenses and then selecting ZIP codes with the highest number of juvenile probation referrals within each of those counties. The same methodology was used each year that the CYD program expanded. 2. Eligibility A. CYD programs serve youth ages 6 - 17 who live in and/or attend eligible schools in the 78415 ZIP code. Verification of addresses for registering youth is left up to the subcontractor, but must be done in good faith. B. Eligible public CYD Schools High Schools Mary Carroll High School, 5301 Weber Foy H. Moody High School, 1818 Trojan Drive Middle Schools Tom Browne Middle School, 4301 Schanen Blvd. Baker Middle School, 3445 Pecan Street South Park Middle School, 3001 McArdle Road Hamlin Middle School, 3900 Hamlin Drive Elementary Berlanga Elementary, 4120 Carroll Ln Early Childhood Development Center, 6300 Ocean Drive Fannin Elementary, 2730 Gollihar Galvan Elementary, 3126 Masterson Drive Hicks Elementary, 3602 McArdle Road Houston Elementary, 363 Norton Street Kostoryz Elementary, 3602 Panama Drive Sanders Elementary, 4102 Republic Drive Travis Elementary, 3210 Churchill Drive C. The target emphasis is 10 to 17 years of age. Youth 9 and under may be served but cannot exceed 30% for the entire fiscal year. Family members of eligible participants are eligible for services if the service involves the family, including the eligible youth participant, with the goal of preventing delinquency of the eligible youth. Family members eligible for such services are limited to those individuals who are related to and residing in the same household as the eligible youth, including fictive kin and a non-custodial parent. Subcontractors must be Page 1 of 5 conscious of youth that are over or under the age limits. Registration forms for each youth will be collected and reviewed for accuracy. D. As a prevention program, CYD is intended to serve youths who have not already been involved in the juvenile justice system, but who are at -risk of becoming involved. Youth whose cases are pre -adjudicated, informally adjudicated, or whose adjudication has been deferred are eligible for CYD services. Providers are not required to verify lack of involvement in the juvenile justice system but are required to complete risk factors for each youth. Identified Risk Factors Include: • Poor expressive language • Lack of self-control • A high degree of impulsiveness and hyperactivity • Aggressive temperament • Antisocial behavior • Friends who engage in "problem behavior" • Low school attendance • Parent/guardian(s) exhibit low school attainment and/or was a teen parent(s) • Poor parental/guardian supervision and harsh and erratic discipline • Parental conflict and/or single parent families • Parent/guardian with mental illness • Family history of problem behaviors such as parental drug use, domestic violence or criminal activity • History of maltreatment E. Local providers are not limited to serving only youth who are eligible for CYD services. It is necessary to note however, that only services provided to eligible youth, as defined above, can be reimbursed through CYD. Contractors must track and document services provided to eligible and non -eligible participants to support amounts billed to CYD and to determine CYD performance measures. 3. Scope of Services A. The CYD program will fund prevention services that are directly linked to juvenile delinquency prevention. Intervention services, including diversion programs, are not appropriate under the CYD model. To the greatest extent possible, services should be designed to appeal to those youth most vulnerable to juvenile delinquency. The Fiscal Agent (City) is responsible for ensuring an appropriate balance between intensive programs that serve a limited number of youth and less intensive programs that can serve greater numbers of youth. One-time events or services that only accrue a limited number of contact hours (e.g. only two hours per month) are not eligible for funding. If one-time activities are planned as a service, they should be an added value for youth already participating and cannot be a stand-alone service. In determining which services will be funded, the Fiscal Agent with the help of the Review Committee will consider the overall potential impact on the ZIP code based on the number Page 2 of 5 of youth to be served, the hours of intensity with the youth, the need in the community and other factors. B. A diverse array of services can be provided through the CYD program. Historically, the following types of services have been funded through CYD: youth leadership development, life skills development, character education, conflict resolution, cultural exploration, rites of passage programs, after-school enrichment and education, career exploration, structured recreational programs, youth sports, mentoring and programs that promote family support and involvement. Any activities related to boxing cannot be funded through the CYD program. Supplanting of funds is unallowable. For any service to be provided, the Fiscal Agent must ensure that services do not duplicate those already provided in the community through other funding sources, but do fill gaps in service and enhance or compliment other services. C. Program services must be easily accessible to youth, or the provider of the service must address transportation needs for any youth for whom lack of transportation would prevent full participation in CYD program activities. • Program services must be focused on enhancement of at least one of the following protective factors associated with juvenile delinquency prevention, including but not limited to: • Involvement with positive peer group activities and norms • Social competencies such as decision making skills, assertiveness and interpersonal skills • Caring adults other than parent • Strong bond between children and parents • Emotional support and absence of severe criticism • Clear rules and expectations • Involvement with school/community • Friendship network • Positive perception of self and others • Places high values on helping others • Sense of purpose D. Direct service staff of the Subcontractor must be at least 18 years of age, have a High School Diploma or GED, and 1 year of experience in the health and human services field to include work with youth. E. Mandated/Core Services for the 78415 Zip Code as required by DFPS: Each Fiscal Agent (City) is required to provide four mandatory services; Youth Advisory Committee (YAC), Youth Leadership Development (YLD), Mentoring, and Parental Involvement either directly or indirectly through subcontract in addition to other services. These four services will take precedence over other programs when funding is considered. The four Core Services are as follows: 1. Youth Leadership Development (YLD) Program Requirements Page 3 of 5 • YLD must be offered to prepare youth to meet the challenges of adolescence through a series of structured, progressive activities and experiences that help them to develop leadership skills (such as conflict resolution, negotiation, communication skills, goal setting, team building, positive self-esteem, and empowerment). • The approach must view youth as resources and build on their strengths and capabilities to develop within their own community, and may include such things as service -learning components. • Youth must be offered YLD services at least one time per month. • The YAC group alone does not satisfy the requirement for a youth leadership development program. While all YAC participants must participate in YLD, a YLD program that is separate and distinct from the YAC must be offered with capacity to serve additional youth. F. Optional CYD Program Services: • Recreational Services: Rewarding, challenging, and age-appropriate activities provided in a safe, structured, and positive environment, with the intent of reducing delinquency by way of a socializing effect through which youth develop positive qualities. Examples may include organized sports, hobbies, music, arts and crafts and cultural activities. Boxing is not allowed. • Life Skills Classes: Provide youth participants with social, personal, and vocational skills and opportunities to help them achieve economic success, avoid involvement in criminal activity, and increase social competencies. (e.g., conflict resolution, anger management, healthy relationships, career exploration, and interviewing skills). G. MANAGEMENT OF CONTRACT The Contractor must keep in mind the performance measures that must be met along with paperwork and administration requirements that must be completed in performing the CYD contract. Requirements include but are not limited to: • Comply with all DFPS contract requirements that apply to subcontracts and follow the Contractor's policies and procedures as well as OMB and TAC guidelines when managing the fiscal, administrative and program aspects of CYD; • Have policies and procedures in place for ongoing management of the CYD Program including planning and oversight of the overall program; • Administrative management to include but not limited to personnel requirements, records maintenance, and DFPS Background Check requirements; • Program management to include quality assurance processes to ensure appropriate service delivery and progress towards contract performance measures; • Collection and submission of program forms and monthly participant data Page 4 of 5 from youth, including but not limited to Registration Forms, Risk Factor Surveys, Pre & Post Tests, and Satisfaction Surveys; • Support and at a minimum monthly supervision of all staff that provide direct services to clients, including volunteers. This supervision must provide the direct staff and volunteers an opportunity to gain professional development, support, and advice about their work with the clients; • Attendance at quarterly meetings and submission of quarterly reports; • Participation with CYD events and provider information meetings; • Collaboration with all CYD providers including participating in marketing of the program to the community; • Oversight to ensure that budget is appropriately managed to prevent any lapse in contract funds and ensuring that costs are reasonable, necessary, allowable and allocable under the contract and governing regulations (OMB circulars and the Texas Administrative Code). Page 5 of 5 Attachment B: Bid/Pricing Schedule Summary click here for instructions Budget Information Forms Contractor Youth Odyssey, Inc. Contract No. Contract PeriodSept 1, 2017 — Aug 31, 2018 Cost Category A Grand Total B Reimbursable C Other (Match) (1A) Personnel — Salaries 0 0 0 (1B) Personnel - Fringe Benefits 0 0 0 Subtotal 0 0 0 (2) Travel 0 0 0 (3) Materials, Supplies, and Controlled A 0 0 0 (4) Equipment (Rent/Lease/Purchase) 0 0 0 Subtotal 0 0 0 (5) Other Costs (list below) 131,681.00 40,000.00 91,681.00 Subtotal 131,681.00 40,000.00 91,681.00 Foster or Day Care Total (per DFPS unit rate below) Total Direct Costs Total indirect Costs (if applicable) % Grand Total 131,681.00 40,000.00 91,681.00 Unit Rate Contracts Amounts (a) Projected service units (days, etc.) x (b) Cost per unit of service (Le., unit rates) x (c( Projected clients to be served Foster or Day Care Total 0 Certified by: Name: Title: e d[ [Q_ 7; +'Ifs___ Date: b)115 -ii t- Iv 11.1MIT Youth Odyssey, Inc. 42 ***Youth Odyssey, Inc. proposed to provide multiple services for the Community Youth Development Programs; they are being recommended for three programs at a do -not -exceed amount of $50,000.00 Attachment C: Insurance/Bond Requirements INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Park & Recreation Director one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this insurance document. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2016 Insurance Requirements Park & Recreation CYD Program 08/16/2016 my Risk Management Attachment D: Warranty Requirements Warranty is not required for the service agreement, item 8. Warranty of this agreement is null. SERVICE AGREEMENT NO. 1192 Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills THIS Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and YWCA of Coprus Christi ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills in response to Request for Bid/Proposal No. 161 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Community Youth Development Program Services - Youth Leadership Development, Recreational Services, and Life Skills ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $74,533.76, subject to approved extensions and changes. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 1 of 8 Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Name: Matthew Delgado Department: Park & Recreation Phone: (361) 826-4028 Email: MatthewDecctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 8 a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Matthew Delgado Title: Program Manager Address: 615 Leopard St. Suite 105, Corpus Christi, TX 78401 Fax: (361) 826-4028 IF TO CONTRACTOR: YWCA Attn: Nancy Wesson -Dodd Title: President/CEO City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 8 4601 Corona, Corpus Christi, TX 78411 Fax: (361) 857-0254 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 8 CONTRACTOR Signature: .dO2@44" Printed Name: a iic"• esso v- DO UD Title: -RY-e; Ad -1 e 'o Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment 8: Bid/Pricing Schedule Attachment C: insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: REB/RFP No. 161 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 Attachment A: Scope of Work 1. Background A. The CYD program was established in 1995 with funds authorized by the 74th Legislature for the purpose of reducing juvenile crime in areas of Texas with a high incidence of juvenile crime. B. The selected ZIP codes were identified by a methodology developed by an interagency workgroup that defined guidelines for the CYD program. The methodology involved identifying Texas counties with the highest number of juvenile arrests for violent offenses and then selecting ZIP codes with the highest number of juvenile probation referrals within each of those counties. The same methodology was used each year that the CYD program expanded. 2. Eligibility A. CYD programs serve youth ages 6 - 17 who live in and/or attend eligible schools in the 78415 ZIP code. Verification of addresses for registering youth is left up to the subcontractor, but must be done in good faith. B. Eligible public CYD Schools High Schools Mary Carroll High School, 5301 Weber Foy H. Moody High School, 1818 Trojan Drive Middle Schools Tom Browne Middle School, 4301 Schanen Blvd. Baker Middle School, 3445 Pecan Street South Park Middle School, 3001 McArdle Road Hamlin Middle School, 3900 Hamlin Drive Elementary Berlanga Elementary, 4120 Carroll Ln Early Childhood Development Center, 6300 Ocean Drive Fannin Elementary, 2730 Gollihar Galvan Elementary, 3126 Masterson Drive Hicks Elementary, 3602 McArdle Road Houston Elementary, 363 Norton Street Kostoryz Elementary, 3602 Panama Drive Sanders Elementary, 4102 Republic Drive Travis Elementary, 3210 Churchill Drive C. The target emphasis is 10 to 17 years of age. Youth 9 and under may be served but cannot exceed 30% for the entire fiscal year. Family members of eligible participants are eligible for services if the service involves the family, including the eligible youth participant, with the goal of preventing delinquency of the eligible youth. Family members eligible for such services are limited to those individuals who are related to and residing in the same household as the eligible youth, including fictive kin and a non-custodial parent. Subcontractors must be Page 1 of 5 conscious of youth that are over or under the age limits. Registration forms for each youth will be collected and reviewed for accuracy. D. As a prevention program, CYD is intended to serve youths who have not already been involved in the juvenile justice system, but who are at -risk of becoming involved. Youth whose cases are pre -adjudicated, informally adjudicated, or whose adjudication has been deferred are eligible for CYD services. Providers are not required to verify lack of involvement in the juvenile justice system but are required to complete risk factors for each youth. Identified Risk Factors Include: • Poor expressive language • Lack of self-control • A high degree of impulsiveness and hyperactivity • Aggressive temperament • Antisocial behavior • Friends who engage in "problem behavior" • Low school attendance • Parent/guardian(s) exhibit low school attainment and/or was a teen parent(s) • Poor parental/guardian supervision and harsh and erratic discipline • Parental conflict and/or single parent families • Parent/guardian with mental illness • Family history of problem behaviors such as parental drug use, domestic violence or criminal activity • History of maltreatment E. Local providers are not limited to serving only youth who are eligible for CYD services. It is necessary to note however, that only services provided to eligible youth, as defined above, can be reimbursed through CYD. Contractors must track and document services provided to eligible and non -eligible participants to support amounts billed to CYD and to determine CYD performance measures. 3. Scope of Services A. The CYD program will fund prevention services that are directly linked to juvenile delinquency prevention. Intervention services, including diversion programs, are not appropriate under the CYD model. To the greatest extent possible, services should be designed to appeal to those youth most vulnerable to juvenile delinquency. The Fiscal Agent (City) is responsible for ensuring an appropriate balance between intensive programs that serve a limited number of youth and less intensive programs that can serve greater numbers of youth. One-time events or services that only accrue a limited number of contact hours (e.g. only two hours per month) are not eligible for funding. If one-time activities are planned as a service, they should be an added value for youth already participating and cannot be a stand-alone service. In determining which services will be funded, the Fiscal Agent with the help of the Review Committee will consider the overall potential impact on the ZIP code based on the number Page 2 of 5 of youth to be served, the hours of intensity with the youth, the need in the community and other factors. B. A diverse array of services can be provided through the CYD program. Historically, the following types of services have been funded through CYD: youth leadership development, life skills development, character education, conflict resolution, cultural exploration, rites of passage programs, after-school enrichment and education, career exploration, structured recreational programs, youth sports, mentoring and programs that promote family support and involvement. Any activities related to boxing cannot be funded through the CYD program. Supplanting of funds is unallowable. For any service to be provided, the Fiscal Agent must ensure that services do not duplicate those already provided in the community through other funding sources, but do fill gaps in service and enhance or compliment other services. C. Program services must be easily accessible to youth, or the provider of the service must address transportation needs for any youth for whom lack of transportation would prevent full participation in CYD program activities. • Program services must be focused on enhancement of at least one of the following protective factors associated with juvenile delinquency prevention, including but not limited to: • Involvement with positive peer group activities and norms • Social competencies such as decision making skills, assertiveness and interpersonal skills • Caring adults other than parent • Strong bond between children and parents • Emotional support and absence of severe criticism • Clear rules and expectations • Involvement with school/community • Friendship network • Positive perception of self and others • Places high values on helping others • Sense of purpose D. Direct service staff of the Subcontractor must be at least 18 years of age, have a High School Diploma or GED, and 1 year of experience in the health and human services field to include work with youth. E. Mandated/Core Services for the 78415 Zip Code as required by DFPS: Each Fiscal Agent (City) is required to provide four mandatory services; Youth Advisory Committee (YAC), Youth Leadership Development (YLD), Mentoring, and Parental Involvement either directly or indirectly through subcontract in addition to other services. These four services will take precedence over other programs when funding is considered. The four Core Services are as follows: 1. Youth Leadership Development (YLD) Program Requirements Page 3 of 5 • YLD must be offered to prepare youth to meet the challenges of adolescence through a series of structured, progressive activities and experiences that help them to develop leadership skills (such as conflict resolution, negotiation, communication skills, goal setting, team building, positive self-esteem, and empowerment). • The approach must view youth as resources and build on their strengths and capabilities to develop within their own community, and may include such things as service -learning components. • Youth must be offered YLD services at least one time per month. • The YAC group alone does not satisfy the requirement for a youth leadership development program. While all YAC participants must participate in YLD, a YLD program that is separate and distinct from the YAC must be offered with capacity to serve additional youth. F. Optional CYD Program Services: • Recreational Services: Rewarding, challenging, and age-appropriate activities provided in a safe, structured, and positive environment, with the intent of reducing delinquency by way of a socializing effect through which youth develop positive qualities. Examples may include organized sports, hobbies, music, arts and crafts and cultural activities. Boxing is not allowed. • Life Skills Classes: Provide youth participants with social, personal, and vocational skills and opportunities to help them achieve economic success, avoid involvement in criminal activity, and increase social competencies. (e.g., conflict resolution, anger management, healthy relationships, career exploration, and interviewing skills). G. MANAGEMENT OF CONTRACT The Contractor must keep in mind the performance measures that must be met along with paperwork and administration requirements that must be completed in performing the CYD contract. Requirements include but are not limited to: • Comply with all DFPS contract requirements that apply to subcontracts and follow the Contractor's policies and procedures as well as OMB and TAC guidelines when managing the fiscal, administrative and program aspects of CYD; • Have policies and procedures in place for ongoing management of the CYD Program including planning and oversight of the overall program; • Administrative management to include but not limited to personnel requirements, records maintenance, and DFPS Background Check requirements; • Program management to include quality assurance processes to ensure appropriate service delivery and progress towards contract performance measures; • Collection and submission of program forms and monthly participant data Page 4 of 5 from youth, including but not limited to Registration Forms, Risk Factor Surveys, Pre & Post Tests, and Satisfaction Surveys; • Support and at a minimum monthly supervision of all staff that provide direct services to clients, including volunteers. This supervision must provide the direct staff and volunteers an opportunity to gain professional development, support, and advice about their work with the clients; • Attendance at quarterly meetings and submission of quarterly reports; • Participation with CYD events and provider information meetings; • Collaboration with all CYD providers including participating in marketing of the program to the community; • Oversight to ensure that budget is appropriately managed to prevent any lapse in contract funds and ensuring that costs are reasonable, necessary, allowable and allocable under the contract and governing regulations (OMB circulars and the Texas Administrative Code). Page 5 of 5 Attachment B: Bid/Pricing ScheduleW19 Summary chiLhcrc lin nn rucuaui, Contractor y600,11- Contract j (i0,r1' Contract No. Contract Period Cost Category A Grand Total B Reimbursable C Other (Match) (1A) Personnel - Salaries 53,040 0 0 (1B) Personnel- Fringe Benefits 6,110 0 0 Subtotal 59,150 0 0 (2) Travel 3,932 0 0 (3) Materials, Supplies, and ControlledA 4,947 0 0 (4) Equipment (Rent/Lease/Purchase) 2,407 0 0 Subtotal 11,286 0 0 (5) Other Costs (list below) 34,051 0 0 Subtotal 34,051 0 0 Foster or Day Care Totai (per DFPS unit rate below) Total DirectCosts Total Indirect Costs (if applicable) Grand Total 104,487 0 0 Unit Rate Contracts Amounts (a) Projected service units (days, etc.) x (b) Cost gerund. ofservice (i e.. unit rates)x (c) Projected clients tobeserved Foster or Day Care Total 0 Certified by: Name: Na. rtr y VesaoN-bo pA Title: Pr rd . '%CSD Date: g—/( ( r.1 ***YWCA of Corpus Christi proposed to provide multiple services for the Community Youth Development Programs; they are being recommended for three programs at a do -not -exceed amount of $74,533.76. Attachment C: Insurance/Bond Requirements INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Park & Recreation Director one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this insurance document. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2016 Insurance Requirements Park & Recreation CYD Program 08/16/2016 my Risk Management Attachment D: Warranty Requirements Warranty is not required for the service agreement, item 8. Warranty of this agreement is null. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of May 16, 2017 Second Reading Ordinance for the City Council Meeting of May 23, 2017 DATE: May 9, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo -Trevino, Assistant City Manager FROM: Eddie Houlihan, Director of Management and Budget EddieHo@cctexas.com (361) 826-3792 Mid -Year Budget Adjustment CAPTION: Ordinance amending current Operating Budget adopted by Ordinance No. 030965 as follows: a) increase revenues by $2,423,308 due to increased stop loss reimbursements and increase appropriations by $6,000,000 due to increased health care costs in the Citicare Group Health Fund; (b) increase revenues by $1,770,576 due to increased stop loss reimbursements and increase appropriations by $3,800,000 due to increased health care costs in the Police Group Health Fund; (c) increase revenues by $246,476 due to increased stop loss reimbursements and increase appropriations by $800,000 due to increased health care costs in the Fire Group Health Fund PURPOSE: This action increases revenues and appropriations in the Citicare, Police and Fire Group Health Funds to the updated current estimated amounts. BACKGROUND AND FINDINGS: Health care costs have continued to escalate through the first seven months of the current fiscal year. The number and cost of catastrophic claims has also increased significantly. ALTERNATIVES: The City Council can choose to not approve the ordinance. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY DEPARTMENTAL CLEARANCES: • Office of Management and Budget • Human Resources • Legal FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense X Revenue ❑ CIP FISCAL YEAR: 2016 - 2017 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget $35,207,906 Encumbered/Expended amount of (date) This item $10,600,000 BALANCE $45,807,906 Fund(s): Citicare, Police and Fire Group Health Funds Revenues in the three funds will increase by $4,440,360, from the adopted budget amount of $31,040,773 to an amended budget amount of $35,481,133. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending current Operating Budget adopted by Ordinance No. 030965 as follows: (a) increase revenues by $2,423,308 due to increased stop loss reimbursements and increase appropriations by $6,000,000 due to increased health care costs in the Citicare Group Health Fund; (b) increase revenues by $1,770,576 due to increased stop loss reimbursements and increase appropriations by $3,800,000 due to increased health care costs in the Police Group Health Fund; and (c) increase revenues by $246,476 due to increased stop loss reimbursements and increase appropriations by $800,000 due to increased health care costs in the Fire Group Health Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the FY 2016-2017 Operating Budget adopted by Ordinance No. 030965 is amended to increase revenues by $2,423,308 and increase appropriations by $6,000,000 due to increased health care costs in the CitiCare Group Health Fund due to increased stop loss reimbursements. SECTION 2. The FY2016-2017 Operating Budget, adopted by Ordinance No. 030965, is amended to increase revenues by $1,770,576 due to increased stop loss reimbursements and increase appropriations by $3,800,000 due to increased health care costs in the Police Group Health Fund. SECTION 3. The FY2016-2017 Operating Budget, adopted by Ordinance No. 030965, is amended to increase revenues by $246,476 due to increased stop loss reimbursements and increase appropriations by $800,000 due to increased health care costs in the Fire Group Health Fund. 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: Mayor Paulette Guajardo Rudy Garza Lucy Rubio Michael Hunter Greg Smith Ben Molina Carolyn Vaughn Joe McComb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Mayor McComb Paulette Guajardo Rudy Garza Lucy Rubio Michael Hunter Greg Smith Ben Molina Carolyn Vaughn Council Member PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor CITICARE BUDGET CITICARE — Expenditure Budget, FY 2017 Budgeted $ 18,150,258 Estimated $ 23,836,709 Increase Needed in Expenditure Budget $ 6,000,000 II Fund Balance, October 1, 2016 $ 6,475,494 FY 2017 Revenues, Budgeted $17,170,582 FY 2017 Revenues, Estimated $ 19,593,890 FY 2017 Revenues, Increase $2,423,308 FY 2017 Expenditures, Estimated $ (23,836,709) Estimated Ending FY17 Fund Balance $ 2,232,675 CITICARE POLICE BUDGET CITICARE POLICE — Expenditure Budget, FY 2017 Budgeted Estimated Increase Needed in Expenditure Budget $ 8,378,177 $ 11,589,142 $ 3,800,000 Fund Balance, October 1, 2016 $ 3,698,452 FY 2017 Revenues, Budgeted $6,800,090 FY 2017 Revenues, Estimated $ 8,570,666 FY 2017 Revenues, Increase $1,770,576 FY 2017 Expenditures, Estimated $ (11,589,142) Estimated Ending FY17 Fund Balance $ 679,977 CITICARE FIRE BUDGET CITICARE FIRE — Expenditure Budget, FY 2017 Budgeted Estimated Increase Needed in Expenditure Budget $ 8,679,471 $ 8,886,604 $ 800,000 Fund Balance, October 1, 2016 $ 6,857,283 FY 2017 Revenues, Budgeted $7,070,101 FY 2017 Revenues, Estimated $ 7,316,577 FY 2017 Revenues, Increase $246,476 FY 2017 Expenditures, Estimated $ (8,886,604) Estimated Ending FY17 Fund Balance $ 5,287,256 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Police Chief MikeMa(c�cctexas.com 361-826-2601 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2(c�cctexas.com (361) 826-3169 Veterinary Medicine and Supplies CAPTION: Motion authorizing City Manager, or designee, to execute 12 -month supply agreements with Patterson Veterinary Supply, Inc. of San Antonio, Texas, not to exceed $197,542.19, and Zoetis, Inc. of Parsippany, New Jersey, not to exceed $70,250.00, for veterinary medicine and supplies for the Corpus Christi Police Department, Animal Care Services Division, in accordance with Request for Bid No. 181, based on the lowest, responsive, responsible bids by grouped item for a total amount not to exceed $267,792.19, with an estimated expenditure of $30,000.00 in FY 2016-2017. PURPOSE: These supply agreements will provide veterinary medicine and supplies for the Corpus Christi Police Department's Animal Care Services Division. BACKGROUND AND FINDINGS: These supplies and medicines will be utilized by the Corpus Christi Police Department's Animal Care Services Division, Veterinarian, to treat animals. These contracts provide unit pricing for specified items to be purchased on an "as needed" basis by the Animal Care Services Division. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received three responsive, responsible bids, out of 9 notifications issued, and is recommending the award to two lowest, responsive, responsible bidders, Patterson Veterinary Supply, Inc. for an amount not to exceed $197,542.19; and, Zoetis, Inc., for an amount not to exceed $70,250.00. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: These purchases conform to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Animal Control FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $113,274.57 $237,792.19 $351,066.76 Encumbered / Expended Amount $75,490.27 $0.00 $75,490.27 This item $30,000.00 $237,792.19 $267,792.19 BALANCE $7,784.30 $0.00 $7,784.30 Fund(s): General Fund Comments: The initial contracts are for an amount not to exceed $267,792.19, with an estimated expenditure of $30,000.00 funded in FY2016-2017. Future expenses will be requested during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement with Patterson Veterinary Supply, Inc. Service Agreement with Zoetis„ Inc. Bid Tabulation City of Corpus Christi Purchasing Division Buyer: Michael Gutierrez Bid Tabulation Bid Invitation No. 181 Veterinary Medicine and Supplies Page 1 of 3 Patterson Veterinary Supply, Inc. Marion, Texas Zoetis, Inc. Parsippany, New Jersey Ferguson Corpus Christi, Texas Item Description 1 QTY Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price GROUP 1 -SURGERY 1 Ansel! Sensi Touch sterile surgical gloves latex powdered size 7 100 Box/50 $23.90 $2,390.00 no bid no bid no bid no bid 2 (Polydioxanone Suture Violet monofilament 30" Reverse Cutting FS -1) 2-0 VFS-1 with 3/8 circle 24mm GENERIC OKAY 200 Box/12 $58.60 $11,720.00 no bid no bid no bid no bid 3 (Polydioxanone Suture Violet monofilament 30" Reverse Cutting FS -1) 2-0 VFS-1 3/8 circle 24mm GENERIC OKAY 55 Box/36 $357.80 $19,679.00 no bid no bid no bid no bid 4 (25 Meters -Violet Monofilament Polydioxanone Synthetic Absorbable Sterile Suture on a cassette)2-0 GENERIC OKAY 50 Cassette $70.89 $3,544.50 no bid no bid no bid no bid 5 (Polydioxanone Suture Violet monofilament 30" Reverse Cutting CP- 1)0-0 %circle 36mm GENERIC OKAY 300 Box/12 $57.72 $17,316.00 no bid no bid no bid no bid 6 (Polydioxanone Suture Violet monofilament 30" Reverse Cutting CP- 1)0-0 %circle 36mm GENERIC OKAY 50 Box/36 $270.28 $13,514.00 no bid no bid no bid no bid 7 (25 Meters -Violet Monofilament Polydioxanone Synthetic Absorbable Sterile Suture on a cassette)0-0 GENERIC OKAY 20 Cassette $84.20 $1,684.00 no bid no bid no bid no bid 8 Sterile Surgical Blade Size 10 (100 per box) 50 Box/100 $15.35 $767.50 no bid no bid no bid no bid Isoflurane, USP 250mL bottles 60 250m19 bottle bottle $21.90 $1,314.00 no bid no bid no bid no bid 10 Marcaine 0.5% (bupivacaine HCI injection, USP) 50mL Multiple -Dose Vial 60 50m1 vial $5.50 $330.00 no bid no bid no bid no bid 11 Carprofen 50mg/mL Injectable 20mL bottle GENERIC OKAY 60 20m1 vial $113.20 $6,792.00 no bid no bid no bid no bid 12 Carprofen 50mg/mL Injectable 50mL bottle GENERIC OKAY 60 50m1 bottle no bid no bid no bid no bid no bid no bid 13 Carprofen 25mg Chewable 180 tablets GENERIC OKAY 50 Bottle/180 $52.72 $2,636.00 no bid no bid no bid no bid 14 Carprofen 75mg Chewable 180 tablets GENERIC OKAY 50 Bottle/180 $60.83 $3,041.50 no bid no bid no bid no bid 15 Carprofen 100mg Chewable 180 tablets GENERIC OKAY 50 Bottle/180 $76.87 $3,843.50 no bid no bid no bid no bid 16 Non -Sterile 200 Non -woven Sponges 4" x 4",4PLY 500 Box/10 $2.20 $1,100.00 no bid no bid no bid no bid 17 Endotracheal Tube 3.0 15 single $1.35 $20.25 no bid no bid no bid no bid 18 Endotracheal Tube 3.5 15 single $1.35 $20.25 no bid no bid no bid no bid 19 Endotracheal Tube 4.0 15 single $1.35 $20.25 no bid no bid no bid no bid 20 Endotracheal Tube 4.5 15 single $1.35 $20.25 no bid no bid no bid no bid 21 Endotracheal Tube 5.0 15 single $1.35 $20.25 no bid no bid no bid no bid 22 Endotracheal Tube 5.5 15 single $1.35 $20.25 no bid no bid no bid no bid 23 Endotracheal Tube 6.0 30 single $1.35 $40.50 no bid no bid no bid no bid 24 Endotracheal Tube 6.5 30 single $1.35 $40.50 no bid no bid no bid no bid 25 Endotracheal Tube 7.0 30 single $1.35 $40.50 no bid no bid no bid no bid 26 Endotracheal Tube 7.5 30 single $1.35 $40.50 no bid no bid no bid no bid 27 Endotracheal Tube 8.0 30 single $1.35 $40.50 no bid no bid no bid no bid 28 Endotracheal Tube 8.5 30 single $1.35 $40.50 no bid no bid no bid no bid 29 Endotracheal Tube 9.0 30 single $1.35 $40.50 no bid no bid no bid no bid 30 Endotracheal Tube 9.5 30 single $1.35 $40.50 no bid no bid no bid no bid 31 Endotracheal Tube 10.0 30 single $1.35 $40.50 no bid no bid no bid no bid 32 Endotracheal Tube 11.0 15 single $8.30 $124.50 no bid no bid no bid no bid 33 Surgical Drape Material 300 yds 38.5 12 3 Boyd $93.30 $1,119.60 no bid no bid no bid no bid 34 Carb 02 Lime Sodasorb 5 gal 20 5 gallon $85.50 $1,710.00 no bid no bid no bid no bid 35 Chlorohexidine Solution 2% gallon 5 1 Gal. $6.40 $32.00 no bid no bid no bid no bid 36 Chlorohexidine Scrub 2% gallon 5 1 Gal. $15.35 $76.75 no bid no bid no bid no bid 37 Blue Medicine Vial Medium 400ct 8 dram 3 Box $48.45 $145.35 no bid no bid no bid no bid 38 Ketchum Animal Tattoo 1 ounce green 10 Tube $5.20 $52.00 no bid no bid no bid no bid 39 3M Vetbond Tissue Glue .1f1 ounce (3m1) 30 Tube $14.10 $423.00 no bid no bid no bid no bid 40 Ear Loop Masks 2ply Jorvet 5 Box/50 $4.15 $20.75 no bid no bid no bid no bid Page 1 of 3 Page 2 of 3 Patterson Veterinary Supply, Inc. Marion, Texas Zoetis, Inc. Parsippany, New Jersey Ferguson Corpus Christi, Texas Item Description QTY Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price 41 21" Bouffant Caps GENERIC OKAY 5 Box $4.35 $21.75 no bid no bid no bid no bid 42 Steam Indicator Tape 15 Roll $2.55 $38.25 no bid no bid no bid no bid Item GROUP GROUP 2 -ANESTHETICS Description 1 - QTY TOTAL Unit Unit Price $93.921.95 Unit Price no bid Total Price Unit Price no bid Total Price Total Price 43 Ketamine 100mg/mL 10m1 vial GENERIC OKA 200 10m1 vial $5.09 $1,018.00 no bid no bid no bid no bid 44 Torbugesic 10mg/m1 50m1 bottle GENERIC OKAY 20 50m1 Bottle $147.00 $2,940.00 no bid no bid no bid no bid 45 Hydromorphine 2mg/mL (20mL) GENERIC OKAY 80 20m1 Bottle $15.90 $1,272.00 no bid no bid no bid no bid 46 Acepromazine 10mg/mL 50m1 bottle GENERIC OKAY 5 50m1 Bottle $17.60 $88.00 no bid no bid no bid no bid 47 Xylazine 100mg/mL 50m1 bottle GENERIC OKAY 5 50m1 Bottle $17.35 $86.75 no bid no bid no bid no bid 48 Medetomidine .5mg/ml 10m1 vial GENERIC OKAY 60 10m1 vial no bid no bid no bid no bid no bid no bid 49 Om�bYbol 1.8mL 10mL vial GENERIC 2 10mL vial no bid no bid no bid no bid no bid no bid 50 Midazolam 5mg/m110m1 vial GENERIC OKAY 300 10m1 vial $6.98 $2,094.00 no bid no bid no bid no bid Item GROUP GROUP 3 - VACCINATIONS Description 2 - QTY TOTAL Unit $7.498.75 no bid no bid Unit Price Total Price Unit Price Total Price Unit Price Total Price 51 DHPP vaccine injectable 1m1 10,000 Single m1 vial $5.65 $56,500.00 $2.49 $24,900.00 no bid no bid 52 Bordetella bronchiseptica intranasal 1m1 10,000 Single m1 vial $5.55 $55,500.00 $2.55 $25,500.00 no bid no bid 53 Rabies 3 year vaccine 10,000 Single m1 vial $2.91 $29,100.00 $0.98 $9,800.00 no bid no bid 54 FVRCP vaccine injectable 1m1 5,000 Single m1 vial $5.95 $29,750.00 $2.01 $10,050.00 no bid no bid Item GROUP GROUP 4 - MEDICAL SUPPL Description 3 - ES QTY TOTAL Unit $170,850.00 $70.250.00 no bid Unit Price Total Price Unit Price Total Price Unit Price Total Price 55 Artificial Tears Ointment (Lubricant Ophthalmic Ointment {Sterile}) 1/8oz 240 Ea $3.10 $744.00 no bid no bid no bid no bid 56 Strongid T (pyrantel pamoate) 1 QT 50 Quart bottle $23.35 $1,167.50 no bid no bid no bid no bid 57 Panacur (fenbendazole) Suspension 10% (100 mg/mL) 1,000mL 100 1000 ml Bottle $107.23 $10,723.00 no bid no bid no bid no bid 58 Heartworm antigen test 60 Box/100 $234.00 $14,040.00 no bid no bid no bid no bid 59 FeLV antigen and FIV antibody test 120 Box/25 $291.38 $34,965.60 no bid no bid no bid no bid 60 lmL Nipro Syringes w/o needles (Sterile) 70 Box/100 $7.45 $521.50 no bid no bid no bid no bid 61 1 mL Syringes w/ 25g x 5/8" Needle (Sterile) 100 Box/100 $9.78 $978.00 no bid no bid no bid no bid 62 3mL Syringes w/ 22G x'/a" Needle (Sterile) 100 Box/100 $5.90 $590.00 no bid no bid no bid no bid 63 Insulin Syringe w/ 29g x Y2" Needle U-100 100ct (.5cc syringes) 20 100/box $9.05 $181.00 no bid no bid no bid no bid 64 3mL Syringes w/20g Needle 100 Box/100 $5.55 $555.00 no bid no bid no bid no bid 65 Plain Microscope Slides 72ct- Clear Glass - Ground Edges - 1" x 3" 1.0mm x 1.2mm Thick 20 Box/72 $3.00 $60.00 no bid no bid no bid no bid 66 Microscope Cover Slips 24 Box $2.25 $54.00 no bid no bid no bid no bid 67 Nipro Syringes 5mL without needle 30 Box/50 $8.05 $241.50 no bid no bid no bid no bid 68 Nipro Syringes 10mL without needle 30 Box/100 $9.50 $285.00 no bid no bid no bid no bid 69 Nipro Syringes 20mL without needle 30 Box/50 $11.90 $357.00 no bid no bid no bid no bid 70 Powered Latex exam gloves size Small 20 Box/100 $5.40 $108.00 no bid no bid no bid no bid 71 Powered Latex exam Gloves size Large 20 Box/100 $5.40 $108.00 no bid no bid no bid no bid 72 Activyl Plus 88-1321bs 40 Box/6x6 $277.17 $11,086.80 no bid no bid no bid no bid 73 Amber Medicine Vial 100ct 2 ounce- 16dram 10 Box/ 100 ct $39.00 $390.00 no bid no bid no bid no bid 74 Terramycin ophthalmic ointment 1/8 oz. tube 120 Ea $11.90 $1,428.00 no bid no bid no bid no bid 75 Praziquantel Injectable 56.8mg/mL GENERIC OKAY 10 Box/ 50m1 $290.55 $2,905.50 no bid no bid no bid no bid Page 2 of 3 Page 3 of 3 Patterson Veterinary Supply, Inc. Marion, Texas Zoetis, Inc. Parsippany, New Jersey Ferguson Corpus Christi, Texas Item Description QTY Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price 76 Cephalexine (Rilexine)300mg GENERIC OKAY 20 Bottle/ 500 $34.25 $685.00 no bid no bid no bid no bid 77 Minocycline 100mg GENERIC OKAY 10 Bottle/ 500ct $132.00 $1,320.00 no bid no bid no bid no bid 78 Minocycline 50mg GENERIC OKAY 10 Bottle/ 500ct $14.55 $145.50 no bid no bid no bid no bid 79 Metronidizole 250mg GENERIC OKAY 10 Bottle/ 100Tab $7.45 $74.50 no bid no bid no bid no bid 80 Terbinafine 250mg GENERIC OKAY 20 Bottle/ 30Tab. $3.65 $73.00 no bid no bid no bid no bid 81 Prednisone 10mg GENERIC OKAY 2 Bottle/ 1000 $124.95 $249.90 no bid no bid no bid no bid 82 Carprofen 100mg caplets GENERIC OKAY 30 Bottle/ 180 $61.90 $1,857.00 no bid no bid no bid no bid 83 Carprofen 25mg caplets GENERIC OKAY 30 Bottle/ 180 $40.95 $1,228.50 no bid no bid no bid no bid 84 Carprofen 75mg caplets GENERIC OKAY 30 Bottle/ 180 $50.60 $1,518.00 no bid no bid no bid no bid 85 Lime Sulfur dip concentrated 1 gallon 10 gallon $79.84 $798.40 no bid no bid no bid no bid 86 Dexamethasone Injectable 50mIs/bottle 2mg/m1 2 50m1 $3.95 $7.90 no bid no bid no bid no bid 87 Ivomec 1% Solution Injectable 500mL 2 500m1 bottle $135.27 $270.54 no bid no bid no bid no bid 88 Elizabethan Collar (Buster Style) Sz 12.5 50 single $1.55 $77.50 no bid no bid no bid no bid 89 Elizabethan Collar (Buster Style) Sz 15.0 50 single $2.50 $125.00 no bid no bid no bid no bid 90 Elizabethan Collar (Buster Style) Sz 20.0 100 single $2.80 $280.00 no bid no bid no bid no bid 91 Elizabethan Collar (Buster Style) Sz 25.0 100 single $3.35 $335.00 no bid no bid no bid no bid 92 Elizabethan Collar (Buster Style) Sz 30.0 100 single $4.20 $420.00 no bid no bid no bid no bid 93 5 Gallon Sharps Container 20 single $11.10 $222.00 no bid no bid no bid no bid 94 Canine Parvo SNAP Test 15 Box/20S $220.50 $3,307.50 no bid no bid no bid no bid 95 Epinephrine 1:10001mg/m1 30m1 bottle GENERIC OKAY 5 30m1 Bottle $14.77 $73.85 no bid no bid no bid no bid 96 Empty 50mL Vials 4 Box/25 $65.75 $263.00 no bid no bid no bid no bid 97 Gabapentin 100mg capsules 500 count GENERIC OKAY 20 500ct bottle $15.05 $301.00 no bid no bid no bid no bid 98 Gabapentin 400mg capsules 500 count GENERIC OKAY 20 500ct bottle $32.35 $647.00 no bid no bid no bid no bid 99 Penicillin G Procaine suspension 250m1 bottle 300,000 units/m1 40 250m1 bottle $8.80 $352.00 no bid no bid no bid no bid GROUP 4 - TOTAL $96,121.49 no bid no bid Page 3 of 3 SUPPLY AGREEMENT NO. 800 Veterinary Medicine and Supplies Groups 1, 2, and 4 THIS Veterinary Medicine and Supplies Groups 1, 2, and 4 Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Patterson Veterinary Supply, Inc. ("Supplier'), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Veterinary Medicine and Supplies Groups 1, 2, and 4 in response to Request for Bid No. 181 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Veterinary Medicine and Supplies Groups 1, 2, and 4 in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. This Agreement includes an option to extend the term for up to zero additional zero -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $197,542.19, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 7 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Ana Lisa Puente Animal Care Phone: 361-826-4630 Email: AnalisaP@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 7 Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Ana Lisa Puente Title: Management Assistant Address: 2626 Holly Rd. Corpus Christi, Texas 78402 Fax: 361-826-4611 IF TO SUPPLIER: Patterson Veterinary Supply, Inc. Attn: Melissa Vohs Title: Manager Address: 303 E. San Antonio St., Marion, Texas 78124 Fax: 888-724-5836 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 7 CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 5 of 7 but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 7 SUPPLIER Signature: V 1,1-iw /pct Title: Printed Name: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 800 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 7 Attachment A: Scope of Work 1. General Requirements The Contractor will provide supplies and medications in accordance with the specifications listed herein. These supplies and medicines will be utilized by the Corpus Christi Police Department Animal Care Services Division, Veterinarian, to treat animals. This term contract will provide unit pricing for specified items to be purchased on an "as needed" basis by the Animal Care Services Division. 2. Scope of work 1. Delivery Contractor shall make inside delivery to City locations within five calendar days to the addresses specified. All prices will be quoted F.O.B. destination, inside delivery to City of Corpus Christi facility, freight prepaid. Expedited forty-eight hour delivery services may be required in some instances; therefore, Contractor must be able to provide such service. Additional freight will be paid only when the City has made a request for expedited delivery. Delivery, as used in this section, means the products have been ordered and received by the City. Receipt of products that do not conform to specifications will not be accepted by the City. Contractor understands and agrees that the City may, at its discretion, cancel any backorders due to the Contractor's inability to deliver the product within the five calendar day stipulation. Cancelations shall be in writing and sent to Vendor by email, fax, or mail. No restocking fee or payment of any kind shall be owed for orders canceled due to Contractor's inability to meet the five day delivery deadline. Returns to Contractor of late orders received after the cancellation notice has been sent shall be at Contractor's expense. The City may seek the products from another party if Contractor fails to deliver on time. Delivery must be made during normal working hours, Monday through Friday, 8:00 a.m. to 5:00 p.m. C.T. 2. Defective Goods Contractor shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. 3. Product Expiration Contractor shall provide supplies and medications with a minimum expiration date of 12 months after the delivery date. Any materials delivered with an expiration date of less than 12 months will be returned to Contractor for credit or replacement at Contractor's expense. 4. Discontinued Items In the event that a manufacturer discontinues particular product(s), the City may allow Contractor to provide a substitute for the discontinued product(s) or delete the product(s) from the contract altogether. If Contractor requests permission to substitute a new product, Contractor shall provide the following to the City: a. b. c. d. e. f. Documentation from the manufacturer that the product has been discontinued. Documentation that names the replacement product. Documentation that provides clear and convincing evidence that the replacement product meets or exceeds all specifications of the original product. Documentation that provides clear and convincing evidence that the replacement product will be compatible with all the functions or uses of the discontinued product. Documentation confirming that the price for the replacement is the same as or less than the discontinued product. These provisions related to product discontinuance apply only to products specifically listed in this solicitation document. 3. Special Instructions All vaccinations and medications, including controlled medications, will be shipped to: Animal Care Services Melissa Draper, DVM 2626 Holly Road Corpus Christi, TX 78402 ATTACHMENT B - BID/PRICING SCHEDULE zSH Date: CITY QF CORPUS CHRISTI BM FORM PURCHASING DIVISION RFB No. 181 Veterinary Medicine anc p `lies Bidder: pakAAti,,\'vticil;mi Authorize° ignature: I. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. in submitting this bid, Bidder certifies that: a. the prices in this bid have been ;arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard .o prices; b, Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with ail taxes due dna company is in good standing with all required governmemcal agencies. d. Bidder acknowledges receipt and review of all addenda tor this RFB. GROUP % - SURGERY Item Description QTY 1 Unit Unit Price Total Price 1 Ansell Sensi Touch sterile surgical gloves latex powdered size 7 1t00 ! Box/50 i, $ 3 9,f) $ 3'�0, J 2 f Polydioxanone Suture Violet monofilament 30" Reverse Cutting FS -1) 2-0 VFS 1 with 3/8 200 Box/12 $ bk , (00 $ )l-3 circle 24mm GENERIC OKAY _ , 3 (Polydioxanone Suture Violet monofilament 30" ReversetiI' Cutting FS -1) 2-0 VFS 1 3I8 55 Box/363 f� circle 24mm GENERIC COKAYI�y� 9c f b� J 4Polydioxanone (25 Meters -Violet Monofilament Synthetic 5G Cassette ; $ `� r 9 i Absorbable Sterile. Suture on a f �� ` f $, i cassette)2-0 GENERIC OKAY p ,)l'Vj (Polydioxanone Suture Violet monofilament 30" Reverse Cutting CP-lJO 0 'l3 circle 300 Box/12 I $ 0 36mm GENERIC OKAY `AO"- i^ $i Iym V L Item Descri•tton QTY i Unit Unit Price Total Price 6monofilament (Polydioxanone Suture Violel: 30" Reverseeo5 50 Box/36 CP-1)0-0 1/2circle s =' i 3 r f 36mm GENERIC OKAY 7 (25 Meters-Violet Monofiiameni Polydioxanone Synthetic% Absorbable Sterile Suture on a cassette)0-0 GENERIC OKAY 20 Cassette $ � 9 S 1 16 k�, $ Sterile Surgical Blade Size 10 (100 per box#0 Box/1C)0 $�b.�% 9 Isoflurane, USA 250mL bottles 60 5o E� $ 1 . 'Q $ \ 314-.cc' 10 Marcaine 0,5% (bupivacaine HCI injection, USP) 5Om1. 60 Multi.le-Dose Vial 50ml vial o $ 5,50 ; $ „ 00 l 1 i Carproten 50mg/rn! injectable 60 20m1 vial 20mL bottle GENERIC OKAY 41 �' B k' $ l0', 6j . f 12 Carproten 50mg/mL Injectable 50m1 { 50mL bottle GENERIC OKAY 60 bottle'—_____0"-6—'i ci = Carprcaten 25mg Chewable 50Bottle/180 $ $ ? 6 'I 180 tablets GENERIC OKAY - - ) 13 14 Carprofen 75mg Chewable 50 Bottle/180 180 tablets GENERIC OKAY $ g 5 1$ 1 tY 15 Carprofen 100mg Chewable I ' 50 � Bottle/180 180 tablets GENERIC OKAY L I 233 3 $Th,�7 `$J Non-Sterile 200 Non-woven �� Spon es4"x4",.20'1YY $ , $ ` 0 0 ` 1 6500 17 Endotracheal Tube 3,0 f F5 1 single $ I , 5 $ r ,c=5 18 Endotracheal Tube 3.5 35 single $ 7 , $ , 6\5 19 Endotracheal Tube 4.0 1':5 ' single 4 $ 1 , 3,5 $, ,cAs Endotracneal"Tube 4.5 15 s,,ngie $ 1 , 35 $ , , . 5 20 Endotrachea: Tube 5.0 15 singe $ 1 , $ . `_ 21 Endotrachea.! Tube 5.5 ,rc 22 23 EndotrachealTube 6.0 30 single $ 35 5110454 Endotracheal Tube 6.5 30i� single $ I , 3 S ` $ J.0 , ., 24 Endotracheal Tube 7.0 30 single ,,.; $1\ i 3 $ L_ f') . 25 Endotrachea Tube 7.5 ; 30 1 single $ (, 35 ' $ / 0 , 5*0 26 27 Endotracheal Tube 8.0 1 30 ; single $ \ '3 $ qv 5-0; 28 Endotracheal Tube 8.5 30 single $ ## $ yofirb-p_ 1_ item Description QTY Unil Unit Price 1 -toi Price 29 Endotrachea l Tube 9.0 30 single $ 35 30 Endotracheal Tube 9.5 30 single $ 1 , 35 $ 1-10 1 90 31 Endotracheal Tube 10.0 30 single $ 1 3S 5 iiio 32 r Endotracheal Tube 11.0 15 single r 30 $ i i 33 Surgical Drape Material ;60 yds 2 38.5 inch t00 yds $ 34 Carb 02 Lime Sodasorb 5 gal 20 5 gallon I i 35 Chlorohexidine Solution 2% gallon Ay 36 Chloronexidine Scrub 2% 5 j 1 Gal. 1$ 15 .3 $ --11.0 -7 gailon 1 i I • 37 Blue Medicine V al Medium 3 Box : $11,g /45 4vOct 8 dram $145 35 38 Kem tchuAnimal Tattoo ounce green 10 Tube $5 NI / 1 I 39 3M Vetbond Tissue Glue ,1f1 30 Tube ounce pml) 1 . )0 $ 4°R,3 i QV :. 40 Ear Loop Masks 2ply Jorvet 5 Box/50 (5 $ Dg, . /5 41 21" Bouffant Caps GENERIC 35 5 a/ 5 Box ,--15 OKAY r-- 42 t _ Stearnindicator Tape ; 15 Roll 55 s 3 Y1 (--, GROUP 1 -TOTAL , •s 1-4_9\ 1(,15 , s', , l't.: igutawige„ , . - tit GROUP 2 - ANESTHETICS item Description [ an, ; Unit ' Unit Price Total Price 43 Ketamine 100mg/mL 10m1 vial 200 10m1 vial GENERIC OKAY 109 GL -0 $ 10\ 1 44 Torbugesic 10mg/m150m1 20 bottle GENERIC OKAY 50m1 .51LP-co . $aR c go.isle Bottle I 45 Hydromorphine 2mg/rnL ! 80 (20mL) GENERIC OKAY , 20m1l $ IS no $ i Bottle 1 I i 1 il 46 Acepromazine I Omg/mL 50m1 _ .50m1 5 $ botfle GENEBottle OKAY i $ 90 LGRIC ) I JJ 47 Xylazine 100mg/mL 50m1 bottle : 50m1 , 5 GENERIC OKAY ' Bottle -7q_. -zy,1) , 5 S(c? 1 '`.--1 -1 -/ 48 — — -'-, iviedetornidine .5mg/rn110m1 60 ' 10mi vial ' ft 611) ! • via GENERIC OKAY 0 t 49 Simbaboi 1,8mL 1 Om', vial 2 10mL vial ' \i/0 (1i) 5 60 ftrai D GENERIC OKAY SO _ Midazolam 5mg/mi 10m1 vial 3Q0 , 10m1 vial GENERIC OKAY _1_, i $ (e I GROUP 2 - TOTAL , 1 $ 3 qg .1-5 .7. 1 GROUP 3 - v'ACC1NATiONS DescritotiockotiQTYunit Unit Price DI IPP cc:r 1-, II t4 t. Bordetella bronchise lice, Total Price tJW Item • s — 1 ".•1 4., 55 GROUP 4 - MEDICAL SUPPLLiS Description QT1i.' ! : Unit Price Totai Price - r - 'ti nit Artificial Tears Ointment ?, ..viiir -,, , ...4._ -----, 0 71414. Lubricant Ophthaim:ic Ointment {Sterile}) I /8oz 56 1 QT , bottle Quar i $ .51 5‘ $ 1 u1_, 50 Strongid T (pyronel pamoatej , 1 Panocur (fenbendazole) . Suspension 10% (100 mg/mL) IQ° 1000 mi 1,000mL Bottle ,t ! -? 103- ,Z 5 58 Heartworm antigen test 1005 610 Pio' rOP5 ; $,511- 57 59 60 FeLV anti test \kL 6'; en and FIV antibody t) Vo 5e-41-44_35 imi_ Nipro Syringes w/o needles (Sterile70) rnL Syringes w/ 25g x 5/8" Needle (Sterile) Box/100 100 Boxy' OD 62 3mL Syringes w/ 22G x 3/41 Needle (Steriie) Qioal sh-) 040. sc(39$ 3 Li (-)21v5,,tv .55av s9 Ot, ,k) 100 Box/100 sS1CO S 90 63 Insulin Syringe w! 29g x Needle U-100 100ct (.5cc s m es 64 3mL Syringes w/20g Needle 65 Plain Microscope Slides 72ct - Clear Glass - Ground Edges - 1" x 3" 1.0mm x .2mrn Thick 20 i. 100/box 100 Box/100 $ ; .06 s 20 Box/72 66 Microscope Cover Slips Box ; $ 67 Nipro Syringes 5mL without needle 30 Box/50 F,"; ° 5(o0° Item Description QIY Unit Unit Price Total Price 68 1 , Nipro Syringes 10ml_ $ without ' i r 30 Box/100 Li l'..-0 69 Nipro Syringes 20ml. without 30 Box/50 1 $ needle 1 C) $ 3S7+, v1/ I 70 Powered Latex exam gloves 20 ' Box/100 I $14.Q$ loeg Y size Small : 71 Powered Latex exam Gloves 20 30x/100 Lit ' $ i C7C2 I size Large ' 72 -• ; _71 Activyl Plus 88-132Ibs 40 Box/6x6 ' $ —I LI+. $ li 04 ik 1 i ! 73 Amber Medicine Vial 100ct 2 ounce -I &dram , , 100 ci i L,.. / • I — 74 Terramycin ophthalmic t3 4) -1-Q- g ointment 1/8 oz. tube . - $ I_ I 0 I'$ )14d g igt) 75 Praziquantel Injectable i 10 56.8m,/mL GENERIC OKAY . I Box/ 50mL I , $ 40 $ 4905 1 - 76 , Cephalexins (Rilexine)300mg 20 Bottle/500 $ 1-) 1 $ GENERIC OKAY 77 , Minocycline 100mg GENERIC Bottle/ ! 0 $ 1 <-) , ) 33-V ) OKAY ' 500ct L t 78 —1- i 1 [ c_...d Minocycline 50mbottle/ g GENERIC . 10 1,„,A4- 1 ,55). $ 1 1 :.--). /t/1,1 -it- r 79 ----! ,,, metronizole 250mg GENERIC ! 10 Bottiel ,c--7 i i t.._, s----1‘1 50 OKAY i 00Tab. ' --1-- , 1L-.., - i 80 i ----- - - Teroinatine 250mg GENERIC Bottle/ OKAY 20 I 30Tab. $ (6,6 i $ 13 , 0.e: •1 i 81 Prednisone 10mg GENERIC . T Bottle,/ 2 1000 OKAY ! 1 ,s fr 1 $ 1 a(i 151 ! 0 :I Carproten 100mg caplets 1 i 30 1 Bottle/180 $ ]$ / GENERIC OKAY ( 83 Carprofen 25mg caplets ' 30 : Bottle/180 $ ? GENERIC OKAY 84 1 ' Carprofen 75mg caplets l' 30 1Bottle/180 I $ 0 i,yr, $ GENERIC OKAY , . kgv i 85 ,,, -•-- , 1 Lime Sulfur dip concentrated 1 0 gallon ! $ 574, 90 •allon 1 86 Dexamethasone Injectable , ro AV i i 2! -AI . $ --) 1 $ /, 90 ni 5Dlsiloottle angimi 87 lvomec 1% Solution Injectable 2 50Orni ; I ar.., .-)...it ,.......) 4...14-.) 500mL 4 oottle ! I k ---.Vi 1---I '''' ,OPIPi( WI ' 88 , Elizabethan Collar (Buster Style) single $ S -z I 2.5 1 89 Elizabethan Collar (Buster Style) : : ' 50 single 90 Elizabethan Collar (Buster Style) ; i 100 single I $ $ t/K0 WI) Sz 20.0 ..-1_ Item Descri *tion QTY Unit Unit Price Total Price I 91 SZiz2ab0ethan Collar (Buster Style) 1'00 single$ l' 3SI $ 335, 92 Elizabethan Collar (Buster Style) ; Sz 30.0 i 1100single (10 $ 1/010 °I° 5 Gallon Sharps Container 20 single $ i 1 1 0 $ ,,::9,,,,, 112 94 Canine ra o AP Test 34)5 l (. 5 $ ,r 01 i9 $ . So .'. 7' Epinephrine 1:1000 1 rng/ml r. I1 ii 5 0m1 bottle GENERIC OKAY i Bottle $ I $1-3.r 96 Empty ' trnL Vials cb'\ /' ____Ls.II BoP-61— ,6),5,-15 1 .5 0 97 Gabapentin 100rng capsules 2G 500c• 1 . i —c0`l5:4)/ ; 500 count GENERIC OKAY ti�otrie ,� 98 Gabapentin 400mg capsules i 500ct 500 count GENERIC OKAY 20 I mottle $ $ tLz �T y 99 Penicillin G Procaine 250rn1 suspension 250m1 bottle 40 300,000 units/ml Mottle1 $a YO $ 3': & 6. ROUP 4-TOTAL qie k ; ALL GROUPS - EXTENDED TOTAL -__ki8 31_4N ''' 1 ATTACHMENT C - INSURANCE REQUIREMENTS No insurance is required for this Supply Agreement. ATTACHMENT C- BOND REQUIREMENTS No Bond Requirement is necessary for this Supply Agreement. ATTACHMENT D- WARRANTY REQUIREMENTS No warranty is required for the Supply Agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-165091 Date Filed: 02/10/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Patterson Veterinary Supply Inc. San Antonio, Tx UNited States, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. CITY OF CORPUS CHRISTI 1 CORPUS CHRISTI ANIMAL CARE 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFB181 Veterinary Supplies and Equipment 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable} Controlling Intermediary TURNER, MORGAN VICTORIA, TX United States X Damerau, GAIL SAN ANTONIO, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFiA IT .— s I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. q f SHEILA KING Notary Public - Notary Seal State of Missouri, Clay County Commission * 11522986 My Commission Expires Nov 1, 2019 tki *N.77 M AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said Signature el i. S .. L D Vo of authorized agent of contracting business entity S , this the ID day of 20 i 1 , to certify which, witness my hand and seal of office. j (4-<-4-a- -.5 ke (le— k.. / -I--e„-, Signature of officer administering oa Printed name of officer ad inistering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 SUPPLY AGREEMENT NO. 1055 Veterinary Medicine and Supplies Group 3 THIS Veterinary Medicine and Supplies Group 3 Supply Agreement ("Agreement") is entered info by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Zoetis US LLC ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Veterinary Medicine and Supplies Group 3 in response to Request for Bid No. 181("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this. Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Veterinary Medicine and Supplies Group 3 in accordance with the attached Scope of Work, as shown in Attachment A,. the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. This Agreement includes an option to. extend the term for up to zero additional zero -month periods ("Option. Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this. Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3 Compensation and Payment. The total value of this Agreement is not to exceed $70,250.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4.. Contract Administrator. The Contract Administrator designated by the. City is responsible for approval of all phases of performance and operations under Page 1 of 7 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this: Agreement is as follows: Ana Lisa Puente Animal Care Phone: 361-826-4630 Email: AnalisaP@ccfexas.com. Insurance. Insurance requirements are as stated in. Attachment C. the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the. City will exercise its right to specify time, place and quantity of products to be delivered in the following manner any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety, 9. Qualify/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only anddo not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the Page 2 of 7 City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations. from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10: Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City; which fiscal year:ends on.September 30th annually, is subject to appropriations and: budget approval specifically covering this. Agreement as an. expenditure in said. budget, and it is within the sole. discretion of the City's City Council to determine whether or not to fund this Agreement. The City does •not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting -each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditionswill any agent, servant or employee of the Supplier be considered an employee of the. City. 12. Subcontractors.. Supplier may use subcontractors in connection with the work performed under this Agreement. When using .subcontractors, however, th.e Supplier must•obtain prior written .approval from the Contract. Administrator if the subcontractors were not named at the time of bid. In using..subcontractors,. the Supplier.is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set. forth a5 part of this Agreement;. including. the necessity of providing a COI in advance to the City, are applicable to all subconfrcocfors. and their employees to the same extent as lithe Supplier and its employees. had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14: Waiver. No waiver by.either party of any breach of any term or condition of .this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay SuppIier's payroll taxes, Medicare taxes,. FICA. taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. Page 3. of 7 16. Notice. Any notice required under this Agreement must be given by fax,. hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Ana Lisa Puente Title: Management Assistant Address: 2626 Holly Road, Corpus Christi, Texas 78402 Fax: 361-826-4611 IF TO SUPPLIER: Zoetis US LLC Attn: Brian Brust Title: Territory Branch Manager Address 10 Sylvan Way, Parsippany, New Jersey 07054 Fax: 936-689-9065 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF VIOLATION BY SUPPLIER OF A FEDERAL, STATE, OR CITY LAW, REGULATION, OR ORDINANCE, 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, EXCEPT AND 1N PROPORTION TO THE EXTENT CAUSED BY THE INTENTIONAL MISCONDUCT OR NEGLIGENCE OF INDEMNITEES: SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Page4o#7 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this. Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment; The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole. discretion of the. City Manager an any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable [caw, such invalidity shall not impair the operation of nor 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 had been omitted, 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A, this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to Page 5 of 7 complete Form 1295 "Certificate of Interested. Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Page 6 of 7 SUPPLIER Signature: Printed Name: S ; Title: Sfre Lt_ Date: `74 .-/(/7 CITY OF CORPUS CHRISTI Signature:. Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: insurance Requirements. Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 181 Exhibit 2: Supplier's Bid Response Page 7. of 7 Attachment A Section 4 - Scope of Work 1. General Requirements The Contractor will provide supplies and medications in accordance with the specifications listed herein. These supplies and medicines will be utilized by the Corpus Christi Police Department Animal Care Services Division, Veterinarian, to treat animals. This contract provides unit pricing for specifieditems to be purchased onan"as needed" basis by the Animal Care Services Division. 2. Scope of work 1. Delivery A. Contractor shall make inside delivery to City locations within five calendar days to the addresses specified. All prices are F.D.B. destination, inside delivery to City of Corpus Christi facility, freight prepaid. Expedited forty-eight hour delivery services may be required in some instances; therefore, Contractor must be able to provide such service. Additional freight will be paid only when the City has made a request for expedited delivery. B. Delivery, as used in this section, means the products have been ordered and received by the City. Receipt of products that do not conform to specifications will riot be accepted by the City. Contractor understands and agrees that the City may, of its discretion, cancel any backorders due to the Contractor's inability to deliver the product within the five calendar day stipulation. Cancelations shall be in writing and sent to Vendor by email, fax, or mail. No restocking fee or payment of any kind shall be owed for orders canceled due to Contractor's Inability to meet the five day delivery deadline. Returns to Contractor of hate. orders received after the cancellation notice has been sent shall be at Contractor's expense. The City may seek the products from another party if Contractor fails to deliver on tirne. C. Delivery must be mode during normal working hours, Monday through Friday, 8:00 a.m. to 5:00 p.m. C.T. 2. Defective Goods Contractor shall pay for return shipment on any products that arrive in a defective. unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. RFB Template 10.10.16 3. Product Expiration Contractor shall provide supplies and medications with a minimum expiration date of 12 months after the delivery date. Any materials delivered with an expiration date of less than 12 months will be returned to Contractor for credit or replacement at Contractor's expense. 4. Discontinued Items In the event that a manufacturer discontinues particular product(s), the City may allow Contractor to provide a substitute for the discontinued products) or delete the products) from the contract altogether. If Contractor requests permission to substitute a new product, Contractor shall provide the following to the City: a. Documentation from the manufacturer that the product has been discontinued. b. Documentation that names the replacement product. c. Documentation that provides clear and convincing evidence that the replacement product meets or exceeds all specifications of the original product d. Documentation that provides clear and convincing evidence that the replacement product will be compatible with all the functions or uses of the discontinued product. e. Documentation confirming that the price for the replacement is the same as or less than the discontinued product. f: These provisions related to product discontinuance apply only to products specifically listed in this solicitation document. 3. Special Instructions All supplies, vaccinations and medications, including controlled medications, viii be shipped to:. Animal Care Services Melissa Draper, DVM 2626 Holly Road Corpus Christi, TX 78402 RFB Template 104 t 0.1.6 Attachment B 0 '71A Date: Bidder: 1. 2. 3. CORPUS CHRISTI UID FORM DIVISION RFB No. 181 Medicine and Supplies Authorized -A--c.71--- Signature: "� ' 4 CITY OF l ' 'weir PURCHASING r:r,, , .18 Veterinary i rZir/.6 -- 17�r ".. s d �_ Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. Quote your best price for each Item. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and. the Disclosure of interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. GROUP 1 - SURGERY item Description QTY Unit Unit Price Total Price 1 Ansel( Sensi Touch sterile surgical gloves latex powdered size .7 100 Box/50 $ bic bi a $ (Polydioxanone Suture Violet monofilament 30" Reverse2 Cutting FS -1) 2-0 VFS-1 with 3/8 circle 24mm GENERIC OKAY 200 Box/12 g 9 $ �- b ,-1 3 (Polydioxanone Suture Violet monofilament. 30" Reverse Cutting FS -1) 2-_0 VFS-1 3/8 S4 circle 24mm GENERIC OKAY 55 Soxl36 $ ri _ ( Polydioxanoneioxonone (25 Meters -Violet Monofilament Absorbable Sterile Suture on a cassette)2-0 GENERIC OKAY $ 0 Ca55ette $ 3 w s ` $ (Polydioxanone Suture Violet monofilament 30" Reverse Cutting CP -I)0-0 V2 circle. 36mm GENERIC OKAY 3003. Box112 $ ,� i item 6 Description (Polydioxanone Suture Violet monofilament 30" Reverse 7 Cutting CP -1)0-0 72 circle 36mm GENERIC OKAY CITY 50 Unit Box/36 Unit Price 'fvtaI<A13=e $ pie 4 f $ 7 (25 Meters -Violet Monofilament P.olydioxanone. Synthetic Absorbable Sterile Suture on a cassette)0-0 GENERIC OKAY 20 Cassette $ 7 �� � $ 8 Sterile Surgical Blade Size 10 (10[] per box) 50 Box1100 $ p/ 6,:-4 $ 9 Isoflurane, [JSP 250mL bottles 60 250m1/bottle $ Pi 6 r. $ 10 Marcaine 0.5% (bupivacaine HCl injection, USP) 50mL Multiple -Dose Vial 60 5Om1 vial $ kJ., 4 i $ 11 Carprofen 50mg/mL Injectable 20mL bottle GENERIC OKAY 60 20m1 vial $ pie P' $' 12 Carprofen 50mg/mL injectable 50rnL bottle GENERIC OKAY 60 50m1 bottle r , $ �' `` $ 13 14 Carprofen 25rng Chewable 180 tablets GENERIC OKAY 50 Battle/180 $ �' ° 1 ,; $ Carprofen 75mg Chewable 180 tablets GENERIC OKAY 50 Bottle/180 %til �:' 1 Carprofen 100mg Chewable 180 tablets GENERIC OKAY 50 Bottlel180 $i 1 L $ 16 Non -Sterile 200 Non -woven Sponges 4" x 4", 4 PLY 50 Box/10 $ ii J 4; ; $ 17 Endotracheal Tube 3.0 15 single $ p,' i t,1Y $ 18 Endotracheal Tube 3.5 15 single $ N : i ;.t $ 1? Endotracheal Tube 4_0 15 single $ A).:- h.° $ 20 Endotracheal Tube 4.5 15 single $ j', 4; d $ 21 Endotracheal Tube 5.0 15 single $ pr.,bi A $ 22 Endotracheal Tube 5.5 15 single $ Aj k: ,' $. 23 Endotracheal Tube 6.0 30 single $ „ fr $ 24 Endotracheal Tube 6.5 30 single $ /Vic 16,'i $ 25 Endotracheal Tube 7.0 30 single $ ii„1.,i fr ;./ $ 26 Endotracheal Tube 7.5 30 single $ kh 6---) $ 27 Endotracheal Tube 8.0 30 single $ Ns_ 4U $ 28 Endotracheal Tube 8.5 30 single $ Ne i'.; ,/ $ Item Description QTY Unit Unit Price Tota Prlce 29 Endotracheal Tube 9.0 30 single $ /Jc h, -I $ 30 Endotracheal Tube 9.5 30 single $ Are 4,) $ 31 Endotracheal Tube 10.0 30 single $ N'� ,L,J $ 32 Endotracheal Tube 11.0 15 single $ iv.; p, j $ ikli f, il $ $ 33 Surgical Drape Material 300 yds 38.5 i nc h 12 Box/ 300 yds 34 Carb 02 Lime Sodasorb 5 gat 20 5 gallon $ if/ I,.'i $ 35 Chlorohexidine Solution 2%5 gallon 1 Cal. $ t J,,r $ 36 Chlorohexidine Scrub 2% gallon 5 l Gal. $ i 1�• $ 37 Blue Medicine Vial Medium 400ct 8 dram 3 Box $ Af a,; / $ 38 Ketchum Animal Tattoo 1 ounce green 3M Vetbond Tissue Glue .1 f1 ounce (3mlj 10 30 Tube $ts.4.5$ 39 Tube $ $ 40 Ear Loop Masks 2ply Jorvet 5 Box/50 $ ith h,.-.0 $ 41 21" Bouffant Caps GENERIC OKAY 5 Box $ J,1 to; $ 42 Steam Indicator Tape 15 Roll $ •3 h, { $ GROUP 1 - TOTAL $ pi c -b ; 4,i GROUP 2 - ANESTHETICS Item Description Ketamine 100mg/mL 10m1 vial GENERIC OKAY QTY ' 200 Unit 10m1 viol Unit Price Total Price 43 /Of 0...1 $ Torbugesic 10mg/ml 50ml bottle GENERIC OKAY 20 50m1 Bottle $ $ 45 Hydromorphine 2mg/mL (20mi.) GENERIC OKAY 80 20m1 Bottle . $ �' $ 46 Acepromazine 10mg/mL 50m1 bottle GENERIC OKAY 5 50m1 Bottle $ N. 1.: $ 47 Xylazine l00mg/mL 50m1 bottle GENERIC OKAY 5 50m1 Bottle $ r,,6 '''I$ Medetomidine .5mg/rnl 10ml vial GENERIC OKAY 60 lOml viol $ f.:./ i' $ 49 Sirnbabol 1.8mL l 0mL vial GENERIC OKAY 2 l DmL vial $ ,r o' ..f $ 50 Midazolam 5mglml l ami vial GENERIC OKAY 300 1 Oml vial $>> GROUP 2 - TOTAL $ 1I 0 . GROUP 3 VACCINATIONS item Description 51 DHPP vaccine injectable:1ml Bordetella bronchiseptica 52 intranasal 1m1 QTY Unit Unit Price Total: Price` 53 Rabies 3 year vaccine 54 Item 10,000 doses 10,000 doses 10,000 doses FV12CP vaccine injectable lm 5,000 doses GROUP 3 - TOTAL Single ml vial Single ml vial Single ml vial Single ml vial $;.1 $-, $ S $ 0 t; $ 2,0 Description GROUP 4 MEDICAL SUPPLIES Artificial Tears Ointment 55 (Lubricant Ophthalmic Ointment {Sterile}) 1 /8oz 56 1QT QTY 20 Unit 12 per package $ /0 .0,5- $ S $ T,),„ 2-5 0 Unit Price $ �r ;..,1 $ Total:' Price:. Sfrongid T (pyrantel pamoate) 50 57 58 Heartworm antigen test Panacur (fenbendazole) Suspension 10% (100 mg/mL) 1,000mL 100 6,000 tests 59 FeLV antigen and FIV antibody fest 1 mL Nipro Syringes w/o 60 needles (Sterile) 61 1 mL Syringes w/ 25g x 5/8" Needle (Sterile) 62 63 64 3,000 tests 70 100 Quart bottle 1 000 ml Bottle Varies Varies Box/1 00 Box/ 100 $ 1j6 + d $ $ $ $. 3mL'Syringes w/ 22G x 3/4" Needle (Sterile) Insulin Syringe w/ 29g x'' 'A" Needle U-100 1 OOct (.5cc syringes) 3mL Syringes w/20g Needle 100 20 100 Box/100 100/box Box/100 $ 65 Plain Microscope Slides 72ct Clear Glass Ground Edges - 1" x 3" 1.0mm x 1.2mm Thick 20. Box/72 66 Microscope Cover Slips 24 Box $ $L b. 67 Nipro Syringes 5mL without needle 30 Box/50 $ t &a. $ Iltem: .68 Description QTY" Nipro. Syringes :l 0rnL without needle 30 Unit Unit Price Total Price Box/ 100 $ u .;1 $ 69 Nipro Syringes 20mL without needle 70 71 30 Box/50 $ ,u, 4; $ Powered Latex exam gloves size Small 20 Box/100 $ �'r d $ Powered Latex. exam Gloves size Large 20 Box/100 $ 72 Activyl Plus 88-1321bs 40 73 74 75 Amber Medicine Vial 100ct 2 ounce -1 6dram Terramycin ophthalmic ointment 1/8 oz. tube 76 10 Box/6x6 $ �; ;; S. Box/ $. fir.. $ $ 100 ct 10 Pkg/12 $ / : jr:. $ Praziquantel Injectable 56,8mg/mL GENERIC OKAY Cephalexine (Rilexine)300mg GENERIC OKAY 77 78 Minocycline 10Qmg GENERIC OKAY Minocycline 50mg GENERIC OKAY 10 20 Box/ 50mL $ Aja 4/J $ Bottle/500 $ N'u,` $ 10 Bottle) $ LFA R $ 500ct 10 79 80 81 Metronidizole 250mg GENERIC OKAY Terbinafine 250mg GENERIC OKAY 10 Bottle/ 500 ct Bottle/ 100Tab. t•4 $ 20 Prednisone 10mg GENERIC. OKAY 82 Carprofen 100mg caplets GENERIC OKAY 83. Ccirproten 25mg caplets GENERIC OKAY 84 30 Bottle/$ 30Tab. $�, P Bottle/, $ 1000 �' Bottle/180. $ .p;1 �e $ 30 Bottle/180 $ /J i ,: _e $ Carprofen 75mg caplets GENERIC OKAY 30 Bottle/180 $ /11 Lr.A $ 85 86 Lime. Sulfur dip concentrated 1 gallon. Dexamethasone Injectable 50mIs/battle 2mg/ml 10 gallon $ qtr b 4 $ 2 50rr11 $ 87 88 lvomec 1% Solution Injectable 500mL Elizabethan Colla' (Buster Style) Sz 12.5 89 90 Elizabethan Collar (Buster Style) Sz 15.0 2 500m1 bottle 50 single $ $ 50 single $$ Elizabethan Collar (Buster Style) 100 single $1›:'/4 Sz 20.0 Item 91 92 Descripilorti:.• • Elizabethan Collar (Buster Style) Sz 25.0 Elizabethan Collar (Buster Style) Sz 3.0.0 QTY 100 Unit single 100 93 94 5 Gallon Sharps Container •CanineParvo SNAP Test 95 Epinephrine 1:1000 1 mg/mI 30m1 bottle GENERIC OKAY 20 300. tests single single Varies Unit Price Total Price $ /46 ice;• $ 5 30m1 Bottle 1; 96 97 98 99 Empty. 5OmL Vials Gabapentin 1OOmg capsules 500 count GENERIC OKAY Gabapentin 400rrg capsules 500 count GENERIC OKAY Penicillin G Procaine. suspension 250m1 bottle 300,000 units/mi 8 20 20 Box/12 500ct bottle 500ct bottle $ 250M1 bottle $ GROUP 4 - TOTAL $ ]J? AU GROUPS EXTENDED TOTAL ATTACHMENT C INSURANCE REQUIREMENTS Section 5 Insurance of the Supply Agreement is null and void.. Insurance is not requiredfor this Supply Agreement. ATTACHMENT C- BOND REQUIREMENTS Section 5 Insurance of the Supply Agreement is null and void. Bond is riot required for this Supply Agreement, ATTACHMENT D- WARRANTY REQUIREMENTS Section 8 Warranty of the Supply Agreement is null and void. Warranty is not required for this Supply Agreement Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version .883 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos, 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-199627 Date Filed: 04/27/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Zoetis US LLC Parsippany, Ni United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 181 Vaccines for dogs and cats; other medications for dogs and cats 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check if there is NO Interested Party. only X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. fes` lir ' •'^IC ignature of authorized agent of contracting business entity AFFIX NOTARY STAMP I:iEAL ABOVE 1 �{,-, , Sworn to arid subscribed before me, by the said Lydia Pickens this the 1day of I` [ j� , 20 IA , to certify which, witness my hand and seal of office. MV r~nmmiss'tri Expires Febrvnry 23, 2021 \-a)a,N,,oc __Q\D\o\k. El\-zok.\--\-,01/466 01 Sign ure of officer admini Bring oath Printed name of officer administering oath Title of officer ministering oath Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version .883 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Fire Apparatus Maintenance for Parts and Services for the Corpus Christi Fire Department CAPTION: Resolution finding that the purchase of parts and services for Fire Department apparatus is necessary to preserve and protect the public health and safety of the City's residents and is also a sole source procurement; and authorizing the City Manager, or designee, to execute a service agreement with Siddons-Martin Emergency Group of Katy, Texas, to provide parts and services for a total amount not to exceed $200,000.00; and finding that the program is critical in sustaining fire apparatus' reliability for service. PURPOSE: The purpose of this agreement will provide parts and services to fire apparatus'. The term of the contract will be for one year, with up to two additional one-year extension option periods. BACKGROUND AND FINDINGS: The Corpus Christi Fire Department's Fleet Maintenance Division would like to establish a standing service agreement for their fleet maintenance. This service is critical to sustaining the reliable and dependable fire apparatus' that are valued in excess of $500,000 each. Fire apparatus maintenance and repairs is a very complex and intricate part of having operable equipment. The proprietary equipment and features from Pierce Manufacturing require an authorized service center that can assure detailed attention to those items that can prevent costly repairs and replacement of fire apparatus's owned and used by the Fire Department. Siddons-Martin Emergency Group is an Authorized Service Specialist and is the sole source for Pierce parts sales, service and warranty. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A 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: Corpus Christi Fire Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $675,482.87 $133,333.33 $792,149.87 Encumbered / Expended Amount $299,959.13 $0.00 $299,959.13 This item $66,666.67 $133,333.33 $200,000.00 BALANCE $292,190.74 $0.00 $292,190.74 Fund(s): General Fund - Fire Apparatus & Shop Comments: The initial contract term is a total amount not to exceed $200,000, with an estimated expenditure of $66,666.67 to be funded in FY2016-2017. The total estimated contract value will be $600,000.00 if all option years are executed. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Resolution Resolution finding that the purchase of parts and services for Fire Department apparatus is necessary to preserve and protect the public health and safety of the City's residents and is also a sole source procurement; and authorizing the City Manager, or designee, to execute a service agreement with Siddons-Martin Emergency Group of Katy, Texas, to provide parts and services for a total amount not to exceed $200,000.00; and finding that the program is critical in sustaining fire apparatus' reliability for service. WHEREAS, Siddons-Martin Emergency Group will provide parts and services for the Fire Department apparatus; WHEREAS, these parts and services will assist the Fire Department in sustaining the fire apparatus' reliability for providing emergency services to the public; 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 statutory exceptions for this procurement in Local Government Code, Sections 252.022(a)(2) and (a)(7)(D), as this purchase is necessary to preserve or protect the public health and safety of the municipality's residents and such parts are available from only one source as replacement parts or components for vital and necessary fire apparatus. 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 resolution 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 designee, is authorized to execute a service agreement with Siddons-Martin Emergency Group of Katy, Texas, based on health and safety needs and sole source for parts and services on fire apparatus for a total amount not to exceed $200,000. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Mayor McComb Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Council Member Page 2 of 2 SERVICE AGREEMENT NO. 1145 Fire Apparatus Maintenance Parts and Services for the Corpus Christi Fire Department THIS Fire Apparatus Maintenance Parts and Services for the Corpus Christi Fire Department Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Siddons-Martin Emergency Group, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Fire Apparatus Maintenance Parts and Services for the Corpus Christi Fire Department in response to Request for Bid/Proposal No. N/A ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Fire Apparatus Maintenance Parts and Services for the Corpus Christi Fire Department ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to two additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $200,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 1 of 8 as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Captain Ernie Villarrael Corpus Christi Fire Department - Logistics Division 361-826-8424 ErnieV@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 8 Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 3 of 8 12. Subcontractors. 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 if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Captain Ernie Villarrael Title: Fire Captain Address: 1501 Holly Rd. Corpus Christi, TX 78417 Fax 361-826-4515 IF TO CONTRACTOR: Siddons-Martin Emergency Group, LLC Attn: Troy D. Harrison Title: Vice President/Service Division Address: 14233 Interdrive West, Houston, Texas 77032 Fax: 281-442-9026 City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 8 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. 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, the City Manager may terminate this Agreement immediately thereafter. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 6 of 8 supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 8 CONTRACTOR Signature: Printed Name: /74 ,di»s°d Title: : € ` is -- _ ,C 6e 4 dr c>.+) Date: S/%/b6.` 7 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. N/A Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 ATTACHMENT A - SCOPE OF WORK 1. Labor and Repair Time: The City will use its authorized contracted towing company to deliver the vehicle to Vendor at which point the time within which to complete repairs begins. The Vendor will be required to repair all equipment within the time frame noted below. The City will notify vendor by E -Mail and/or phone call of vehicles being towed or to be delivered to vendor for repairs. On the same day the vehicle is received, Vendor shall send an email to Corpus Christi Fire Department Fleet Operations Manager or designated staff representative indicating the date the vehicle was received and the estimated completion time of the service. This email shall also include a description of the vehicle received and the vehicle identification number. All repairs, including warranty repairs, must be completed within the time specified below for Minor Repairs or Major Repairs, as applicable. Vendor shall notify City the day the repairs are completed by sending an email to Corpus Christi Fire Department Fleet Operations Manager or designated staff representative. This email shall include a description of the vehicle, the date the vehicle was received by Vendor and the vehicle identification number. City will pick up the vehicle from Vendor. The Fleet Operations Manager or designated staff representative must approve any requests for extension of the time for completing repairs in writing. Requests for extension must be made in writing and include an explanation detailing the need for the extension no later than the close of business of the 3rd business day after receipt of vehicle. If the reason for delay is unavailability of parts, Vendor must submit proof with its request for extension that it took prompt action to request parts. Vendor subcontracted outside labor must be approved in writing by the Fleet Operations Manager, or designated staff representative, before work proceeds. All subcontracted labor must be performed by an approved factory authorized dealer. Charges for subcontracted labor must be supported by a copy of the outside vendor's invoice, attached to Vendor's invoice submitted to City for payment. Subcontracted labor will be paid only when all internal resources of Vendor have been expended and when the lack of tooling and expertise to perform a particular task becomes a factor. Payment will not exceed the amount of the subcontracted vendor's invoice. Subcontracted labor up charges are not acceptable. All repairs must be completed within the time frames established below, whether performed by Vendor or by Vendor's subcontractor. Minor Repairs, defined as repairs not exceeding $3,000 for all parts and labor, shall be completed within 3 business days. Major Repairs, defined as repairs exceeding $3,000 for all parts and labor shall be completed within 7 business days. 2. Bids for parts exceeding the suggested OEM retail price will be rejected. 3. All costs associated with shop supplies, core charges, environmental fees or any other expenses incurred in fulfilling this contract are to be included in bid price. 4. Parts: Vendor shall provide a parts price list which, along with the discount quoted on the price schedule, will be used to purchase a full range of items. The items specified in the price schedule are some of the most commonly replaced items. Prices stated for these items and quantities reflected therein will be used for evaluation purposes only. Vendor is required to maintain a stock level of parts which, within the industry, are considered to be fast-moving, normal wear items for which two demands have occurred within the most recent 180 -day period. Charges for overhaul or rebuild of components (i.e., hydraulic pumps, hydraulic cylinders, auxiliary drives, ejector panels, etc.) shall not exceed 65% of acquisition cost for a new item which meets or exceeds the specifications, unless otherwise approved in writing by the Fleet Operations Manager or designated staff representative. All core charges will be credited to the City in accordance with the cost indicated in the price list submitted for the item bid. Vendor shall submit its requirements for obtaining core credits at the time of bid submission. Failure to provide this information may result in rejection of the bid. Any materials or parts used in complying with the contract must be equal to or better than original equipment. Vendor shall allow City to return unused, purchased parts and credit City's account during the contract period, when such parts have become obsolete for City's needs, provided that these items are in the original cartons and in marketable condition. The credit shall be in the same amount as City originally paid for the part. Vendor shall not apply any restocking or other fees. If City is at the end of the contract term, City may request a refund in place of the credit, and Vendor shall pay same within 30 days of City's request, by check made payable to the City of Corpus Christi and addressed to the Corpus Christi Fire Department Fleet Operations Manager or designated representative at 1501 Holly Rd., Corpus Christi, TX, 78417. 5. Replaced Parts: All parts which have been replaced and billed must be available for inspection by City. Upon the City's request, replaced parts shall be returned/delivered to the City's fleet facility. 6. All prices to be quoted F.O.B., City of Corpus Christi designated facility. Allowance for special freight charges will be acceptable only when the expedited delivery is requested and approved in writing by the City. 7. Delivery: Stocked Inventory will be delivered within 7 business days after receipt of a purchase order. Fabricated, manufactured or made to order parts will be delivered within 15 business days, unless agreed upon in writing by Corpus Christi Fire Department Fleet Operations Manager. ATTACHMENT B - Siddons-Martin Emergency Group 104 Utility Drive Pharr TX USA 78577 Phone #:(956) 588-2735 Fax #: (972) 576-1202 Credit Terms: 30 DAY Remit To: PO Box 610101 Dallas Tx, 75261-0101 City of Corpus Christi P.O. Box 9277 Accounts Payable Division - 4th Fl Corpus Christi TX 78469 1002944 BID/PRICING SCHEDULE Estimate 21400909 Tag Number: Date and Time In: 4/10/2017 - 3:36 PM Date and Time Out: 4/10/2017 - 3:36 PM Promised Date - Time: 4/10/2017 - 3:36 PM Cashed Out Date: • I I 'V 1 Service Advisor: (A05J) Matthew Pulfer Work: (361) 826-8424 i i i Veh Info: 30195 17 Pierce Impel Cstm Pumper Serial Numbers: 4P1BAAFFOHA017420 In-Srv: 3/24/2017 Miles/Hrs In: Out: Color Ex: Int: Plate #: Please note that all work will be performed on a time and material basis at the rates outlined below. Itemized invoices will be required with support for payment. Repair VIN Second VIN Mech # Description Type Labor Discount Total Qty Ret. Price Savings Selling Price Ext Discount Ext Price 1 HA017420 Wholesale $0.00 $0.00 PLEASE MAKE KNOWN THAT CCBD WILL NOT BE CHARGED FOR TRAVEL, LODGING OR PER DIEM FOR ANY SERVICES RENDERED. LABOR RATE: $101.50 PER HOUR $0.00 PARTS MARK UP: COST X 1.67 (INCLUDES REGULAR GROUND SHIPPING) EXPEDITED REQUEST BY CCNU WILL BE BILLED AT COST OF FREIGHT AND OR EXPEDITE BEES ONLY. Parts Total: We (the Customer) are responsible for all costs and expenses listed on this invoice. I, the undersigned, am authorized to agree, on behalf of the owner of the vehicle, to pay all outstanding charges in accordance with the terms and conditions agreed between us and the Company. Unless otherwise stated, all invoices are due and payable 30 days from the date of invoice. We have granted the Company, its employees, and agents permission to operate the vehicle on any streets as necessary for testing, inspection, or other services requested. We are responsible for insuring the vehicle at all times. We release the Company for any loss, damage, or theft of any items left in the vehicle for any reason. All parts and labor on this invoice are warranted for purpose and fitness for 90 days from the date of the invoice. In order to recover against any warranty, we agree to return the vehicle to the Company for all warranty repairs. Failure to return the vehicle cancels all warranties provided. All other warranties are expressly disclaimed by Company.Acknowledged and Received by: Labor Total: $0.00 Job Total: $0.00 We (the Customer) are responsible for all costs and expenses listed on this invoice. I, the undersigned, am authorized to agree, on behalf of the owner of the vehicle, to pay all outstanding charges in accordance with the terms and conditions agreed between us and the Company. Unless otherwise stated, all invoices are due and payable 30 days from the date of invoice. We have granted the Company, its employees, and agents permission to operate the vehicle on any streets as necessary for testing, inspection, or other services requested. We are responsible for insuring the vehicle at all times. We release the Company for any loss, damage, or theft of any items left in the vehicle for any reason. All parts and labor on this invoice are warranted for purpose and fitness for 90 days from the date of the invoice. In order to recover against any warranty, we agree to return the vehicle to the Company for all warranty repairs. Failure to return the vehicle cancels all warranties provided. All other warranties are expressly disclaimed by Company.Acknowledged and Received by: Printed On : 4/10/2017 3:40:06 PM Page 1 of 1 Parts Total: $0.00 Ext Price: $0.00 Core Total: $0.00 Sales Tax: $0.00 Freight Total: $0.00 Total: _ $0.00 Sublet Total: $0.00 - Deductible: $0.00 Labor Total: $0.00 - Deposits: $0.00 - Labor Discount: $0.00 Amount Due: $0.00 Amt Tendered: $0.00 Other Charges: $0.00 Shop Supplies: $0.00 Chg Returned: $0.00 Sub Total: $0.00 - Parts Discount: $0.00 We (the Customer) are responsible for all costs and expenses listed on this invoice. I, the undersigned, am authorized to agree, on behalf of the owner of the vehicle, to pay all outstanding charges in accordance with the terms and conditions agreed between us and the Company. Unless otherwise stated, all invoices are due and payable 30 days from the date of invoice. We have granted the Company, its employees, and agents permission to operate the vehicle on any streets as necessary for testing, inspection, or other services requested. We are responsible for insuring the vehicle at all times. We release the Company for any loss, damage, or theft of any items left in the vehicle for any reason. All parts and labor on this invoice are warranted for purpose and fitness for 90 days from the date of the invoice. In order to recover against any warranty, we agree to return the vehicle to the Company for all warranty repairs. Failure to return the vehicle cancels all warranties provided. All other warranties are expressly disclaimed by Company.Acknowledged and Received by: Printed On : 4/10/2017 3:40:06 PM Page 1 of 1 ATTACHMENT C - INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 Garage Keepers Legal Liability $1,000,000 Cargo/On Hook Coverage $1,000,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2017 Insurance Requirements Purchasing Emergency Vehicles Repairs, Parts and Services 04/07/2017 sw Risk Management ATTACHMENT C- BOND REQUIREMENTS No Bond Requirement is necessary for this Service Agreement. ATTACHMENT D- WARRANTY REQUIREMENTS All parts and labor are warranted for purpose and fitness for 90 days from the date of the invoice. In order to recover against any warranty, The City must return the vehicle to the Contractor for all warranty repairs. Failure to return the vehicle cancels all warranties provided. All other warranties are expressly disclaimed by the Contractor. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 it there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-189951 Date Filed: 04/10/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Siddons Martin Emergency Group, LLC Houston, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 1145 SERVICE OF FIRE APPARATUS 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Martin Jr, Leon Houston, TX United States X Siddons, Patrick Houston, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. anio rDENIMSP1COU .0.... VS& zp �Notary Public, State of Texas "s °; j''': y I w iI Comm. Expires 01-18-2021 „r��t�, Notary ID 10643728 Signet : of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE A ,y� ! /y� j�fill Sworn to and subscribed before me, by the said Kath (V r 1A-% I f 1 01 J i,C, this the 1 0 day of 1 1 20 11 to certify which, witness my hand and seal of office. Piill1tS iC DI ri iv, I cowloofaI( VII,DIECi Si nature of officer oath Printed name of officer oath Title oficer ad inisterin oath Signature administering administering � 9 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: TO: May 2, 2017 Margie C. Rose, City Manager FROM: Belinda Mercado, Director of Information Technology BMercado@cctexas.com 361-826-3740 Approval of 1 Year Maintenance, Licenses and Cloud Services for LANDesk Software with SHI, Inc. CAPTION: Motion authorizing the City Manager, or designee, to execute a software licensing agreement with Ivanti, Inc. (owner of LANDesk software) and purchase 12 months of software services and related licenses from SHI, Inc., of Austin, Texas, in accordance with the cooperative purchasing agreement of the Texas Department of Information Resources (DIR-SDD-2500), for an estimated expenditure of $77,090. PURPOSE: Approval of this item continues the transition of LANDesk software to a cloud -based subscription. This solution provides a method for city employees to request IT support and provides ticket tracking, historical reporting, and IT asset management. Licensing also provides the city's IT Department with the ability to manage endpoint devices including security patches, remote assistance and remote software installation. BACKGROUND AND FINDINGS: On March 26, 2013, City Council authorized the purchase of LANDesk software that included a 3 -year agreement for a total amount of $252,911.94. LANDesk software has been in place since 2008. This renewal allows IT to continue the effort to provide self-service reporting of assets and IT requests for city departments In 2017, LANDesk was purchased by Ivanti, Inc. and there is no expected change in product or service. ALTERNATIVES: Search for new software at a potential higher cost. OTHER CONSIDERATIONS: The transition to a cloud -based subscription allows IT to continue the reduction of our datacenter footprint. CONFORMITY TO CITY POLICY: This purchase conforms to City purchasing policies and procedures and state statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance Department and Office of Management and Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2012- 2013 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 77,090.00 77,090.00 Encumbered / Expended Amount This item 77,090.00 77,090.00 BALANCE 0.00 0.00 0.00 Fund(s): Information Technology Comments: This is a cooperative State contract with the Texas Department of Information Resources (DIR). Funds have been budgeted for this expense and are available in 5210-40480-530160, Rentals. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Agreement SHI, Inc. Quotation END USER LICENSE, MAINTENANCE, AND SUPPORT SERVICES AGREEMENT This End User License, Maintenance, and Support Services Agreement ("EULA"), is a legal agreement between Licensee and Ivanti (as such terms are defined below). This EULA describes the terms and conditions upon which Ivanti is willing to license its products and provide Maintenance and Support Services to Licensee. BY INSTALLING OR USING ALL OR ANY PORTION OF LICENSED SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT AGREE TO ANY TERM OR CONDITION OF THIS EULA, LICENSEE SHOULD STOP INSTALLATION OR USE AND PROMPTLY RETURN THE LICENSED SOFTWARE IT PHYSICALLY POSSESSES, IF ANY, AND ANY ACCOMPANYING MATERIALS IN AN UNDAMAGED CONDITION TO THE VENDOR FROM WHICH IT WAS ACQUIRED. 1. DEFINITIONS. "Concurrent Users" means the maximum number of users that may concurrently use or access the Licensed Software. "Documentation" means the user documentation Ivanti provides with the Licensed Software. "Infringement Claim" means a claim by a non-affiliated third party against Licensee asserting that Licensee's use of Licensed Software in accordance with this Agreement violates that third party's patent, trademark, or copyright rights. "Ivanti" means: • Ivanti U.K. Limited, an English company, if Licensee is purchasing any Licensed Software other than Wavelink or Naurtech branded Licensed Software and has its primary office located outside of North America, Central America, South America (excluding Brazil), (collectively, the "Americas"), Japan or the People's Republic of China. • Ivanti International Limited, an Irish company, if Licensee is purchasing Wavelink or Naurtech branded Licensed Software and has its primary office located outside of the Americas), Japan or the People's Republic of China. • Ivanti, Inc., a Delaware corporation, if Licensee has its primary office located in the Americas. • Ivanti Comercio de Software Brasil Ltda, a Brazilian company, if Licensee has its primary office located in Brazil. • Ivanti Software K.K., a Japanese company, if Licensee has its primary office located in Japan. • Ivanti (Beijing) Information Technology Co., Ltd., a Chinese company, if Licensee has its primary office located in the People's Republic of China. "Licensed Software" means the software, in object code form, and any Documentation accompanying this EULA or the software. "Licensee" means the person or entity licensing the Licensed Software from Ivanti pursuant to this EULA. "Maintenance" means Ivanti's provision of Updates and Upgrades to the applicable Licensed Software. "Node" means each electronic device using the Licensed Software including without limitation (a) a physical device such as a computer, handheld device, workstation, console, Seat, server, or any other electronic device; (b) a virtual machine, such as an operating environment that may be running concurrently with another operating environment on a single physical device; or (c) for the Ivanti Antivirus for Mail Servers product, an electronic or virtual mailbox (e.g., a mailbox for email). "Node Count Data" means information periodically generated by the Licensed Software about (a) the quantity and type of current usage of the Licensed Software on a server, and (b) the non -personal, encrypted hardware configuration of that server. "Seat" means the number of Concurrent Users authorized to use the Licensed Software. "Support Services" means the services regarding installation, configuration and usage detailed at http://www.ivanti.com/en-US/company/legal/support-terms and available to Licensee for purchase. "Update" means content used to update the License Software and includes bug fixes, minor enhancements and patches, but does not include Upgrades. "Upgrade" means a new version of Licensed Software that replaces a pre-existing version of such Licensed Software. "User" means a natural person employed by or who otherwise provides services (whether as an independent contractor or otherwise) to Licensee who is supported with or uses the Licensed Software. 2. LICENSES. The licenses that are available from Ivanti include, without limitation, the following: (A) TRIAL USE LICENSE: A "Trial Use License" is a nonexclusive, non -transferable, restricted, forty-five (45) day limited license that allows Licensee to evaluate the Licensed Software before purchasing a Full - Use License for the Licensed Software. At the end of the forty-five (45) day evaluation period, Licensee agrees to promptly discontinue use and delete the Licensed Software from Licensee's systems. It is the sole responsibility of Licensee to back-up its system and perform all other measures to prevent any loss of files or data. Use of the Licensed Software under a Trial Use License is entirely at Licensee's own risk. (B) FULL -USE LICENSE: A "Full -Use License" is a non-exclusive, non -transferable, perpetual, and limited license to copy, install and use the Licensed Software within Licensee's organization on the total number of Nodes for which Licensee has paid the required license fee. A Full -Use License does not include Maintenance or Support Services. Maintenance and Support Services must be purchased in addition to the Full -Use License. (C) SUBSCRIPTION LICENSE: A "Subscription License" is a non-exclusive, non -transferable, time- limited license to copy, install and use certain Licensed Software within Licensee's organization on the total number of Nodes for which Licensee has paid the required subscription license fee. Unless a different term is specified in the purchase order to Ivanti, the term of Subscription License or renewal thereof is one (1) year. During the term of the time-limited subscription, Licensee is entitled to receive Maintenance for the Licensed Software (additional Support Services also may be available for purchase by Licensee). If the Subscription License is provided as software as a service (SaaS), the terms and conditions found at www.landesk.com/sass/termsandconditions/ shall also apply in addition to the terms and conditions contained within this EULA. (D) USER -BASED LICENSE: A "User -Based License" is a non-exclusive, non -transferable, perpetual, and limited license to copy, install and use the Licensed Software within Licensee's organization to support the total number of Users for which Licensee has paid the required license fee. A User -Based License does not include Maintenance or Support Services. Maintenance and Support Services must be purchased in addition to the User -Based License. 3. LICENSE GRANT. Subject to Licensee's compliance with all terms and conditions of this EULA, Ivanti hereby grants Licensee a non-exclusive, non -transferable, restricted, license to use the Licensed Software in accordance with the type of license and subject to the quantity of Nodes paid for by Licensee. Licensee may make a copy of the Licensed Software only as needed for archival and backup purposes. Licensee may permit third party consultants and contractors (such as third -party supplier(s) of information services) to use the Licensed Software on Licensee's behalf provided that (a) all such use is in accordance with the terms and conditions of this EULA, and (b) Licensee assumes full responsibility and liability for any use of the Licensed Software by such third parties in any violation of this EULA, including without limitation use in excess of the licensed number of Nodes. Licensee agrees not to override or bypass the activation process or any security feature, authorization, activation, or reactivation of the Licensed Software or to assist others in doing the same. 4. NODE COUNT VERIFICATION AND AUDIT. Licensee agrees that Ivanti may periodically verify that Licensee's usage of the Licensed Software does not exceed the quantity of Nodes or User -Based Licenses purchased. Periodically, the Licensed Software on each server will generate Node Count Data. Each time the Licensed Software generates Node Count Data on a server, Licensee agrees to send, within thirty (30) days of generation, the Node Count Data to Ivanti either automatically by the Internet or manually by email. If Licensee fails to provide such Node Count Data within thirty (30) days, Ivanti has the right to render the Licensed Software inoperative or reduce the Licensed Software's functionality until Licensee provides Ivanti with the Node Count Data. If the node count verification process shows that Licensee, including its third party consultants or contractors using the Licensed Software for Licensee, is using more than the number of Nodes or other Licensed Software for which licenses have been purchased, Licensee shall pay Ivanti for such additional Nodes and/or Licensed Software no later than thirty (30) days following Licensee's receipt of an invoice from Ivanti, with such fees being the license fees as per Ivanti's then -current price list. Licensee agrees not to override or bypass this node count verification process or assist others to do the same. With respect to User -Based Licenses, Licensee agrees to provide Ivanti with documentation evidencing the total number of Users within thirty (30) days of Ivanti's request. Licensee shall permit Ivanti to conduct audits to verify Licensee's compliance with this EULA. Such audits shall be conducted during normal business hours and after reasonable advance notice to Licensee by Ivanti. The cost of such audits will be borne by Ivanti; provided, however, that if such audit determines that Licensee has failed to pay fees amounting to five percent (5%) or more of that annual period's fees due hereunder, then Licensee shall reimburse Ivanti for the cost of such audit in addition to payment of any identified delinquent fees. 5. USE RESTRICTIONS. Ivanti reserves all rights not expressly granted to Licensee herein. Without limiting the generality of the foregoing, Licensee shall not and shall not allow others to: (a) copy, modify, adapt, rent, lease, sell, distribute, export, re-export, assign, sublicense, translate, transfer, or reprogram the Licensed Software or any portion thereof except as provided in this EULA; (b) use the Licensed Software in a service bureau, facility management, service provider, timeshare, or other similar type of environment, (c) reverse engineer, decompile, translate, merge, or disassemble the Licensed Software; (d) create derivative works based upon the Licensed Software; (e) use the Licensed Software to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, or to perform any activity which breaches the rights of any third party; (f) take any actions that would cause the Licensed Software to become subject to any open source or quasi -open source license agreement not otherwise applicable; or (g) transfer any Licensed Software or Licensee's license rights under this EULA, in whole or in part without Ivanti's prior written consent, which consent shall not be unreasonably withheld or denied. THE LICENSED SOFTWARE IS NOT INTENDED OR LICENSED FOR AND IVANTI SPECIFICALLY DISCLAIMS LIABILITY FOR USE OF THE LICENSED SOFTWARE IN ANY ENVIRONMENT IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LICENSEE AGREES TO DEFEND, INDEMNIFY, AND HOLD IVANTI HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF LICENSEE'S UNAUTHORIZED USE OF THE LICENSED SOFTWARE. 6. OWNERSHIP OF LICENSED SOFTWARE. The Licensed Software is the proprietary property of Ivanti or its licensors. No title to or ownership of any Licensed Software is transferred to Licensee. The Licensed Software is licensed to Licensee, not sold. All rights, title and interest in and to the Licensed Software (including any Update or Upgrade thereto), including all worldwide intellectual property rights, shall remain with Ivanti, its licensors, vendors and/or suppliers, as the case may be. Ivanti may make changes to the Licensed Software at any time and without notice. Except as otherwise expressly provided, Ivanti grants no express or implied right under any Ivanti patent, copyright, trademark, or other intellectual property right. 7. COPYRIGHTS, TRADEMARKS, AND PATENTS. The Licensed Software is copyrighted and protected by the laws of the United States and other countries, and by international treaty provisions combined with patents and trademarks. In no circumstance may Licensee remove or alter the copyright notice, trademark notice, or other proprietary notices from the Licensed Software. Licensee agrees to faithfully reproduce and include all copyrights, trademarks, and other proprietary notices on any authorized copy of any Licensed Software. Ivanti is either a registered trademark or trademark of Ivanti, Inc. or its affiliates in the United States and/or other countries. One or more patents, as well as other patent pending technology, may apply to Licensed Software. 8. MAINTENANCE AND SUPPORT SERVICES. Nothing in this Agreement entitles Licensee to any Support Services and/or Maintenance of the Licensed Software without the required payment for such Support Services and/or Maintenance. (A) MAINTENANCE: During the term for which Licensee has paid the applicable Maintenance or subscription fees for the Licensed Software, Licensee is entitled to Updates and Upgrades as and when they are made generally available to Ivanti's end users. (B) SUPPORT SERVICES: During the term for which Licensee has paid the applicable support fees, Licensee is entitled to support in accordance with Ivanti's points -based support programs. Points expire at the end of each Support Services period and new points are calculated each renewal period. Support levels may be adjusted any time Licensee purchases additional Support Services. For more information on the Ivanti support programs, see the Ivanti service portal at http://www.ivanti.com/en- US/company/legal/support-terms. (C) NO OBLIGATION. Ivanti shall be under no obligation to furnish Maintenance and/or Support Services for the Licensed Software to the extent that such Maintenance and/or Support Services are necessary or desired as a result of: (i) the operation of the Licensed Software in environmental conditions or configurations outside those prescribed in the Documentation; (ii) Licensee's failure to upgrade and update the Licensed Software to the currently supported versions of the Licensed Software or to maintain the Licensed Software in accordance with the standards of Maintenance prescribed in the Documentation or as specified in Maintenance or Support Services received by Licensee from Ivanti; (iii) actions of any third party other than Ivanti or a third party authorized by Ivanti; and (iv) causes unrelated to the Licensed Software as delivered to Licensee by Ivanti, including without limitation, modifications to the Licensed Software made by Licensee or on Licensee's behalf. (D) TERMINATION OF MAINTENANCE OR SUPPORT SERVICES. Without limiting any other remedies available under this EULA, at law, or in equity, Ivanti shall have the right to terminate Licensee's right to receive Maintenance and/or Support Services with prior notice to Licensee for Licensee's breach hereunder if such breach remains uncured for a period of thirty (30) days after receipt of notice thereof from Ivanti. 9. THIRD -PARTY SOFTWARE. The Licensed Software may be bundled with non-integrated hardware or other software programs licensed or sold by a licensor other than Ivanti. IVANTI DOES NOT WARRANT SUCH THIRD -PARTY PRODUCTS. Any and all such third -party products (e.g., drivers, utilities, operating system components, etc.) which may be distributed with the Licensed Software are provided "AS IS" without warranty of any kind, whether express or implied, and Licensee's use and installation thereof, and any related warranty service, is subject to the third -party licenses supplied with such products or the applicable manufacturer's warranty. Use of Microsoft's DCOM software, distributed with the Licensed Software, is conditioned upon Licensee having a valid licensed copy of the applicable Microsoft operating system software on the computer on which the DCOM software is installed. Ivanti expressly disclaims liability of any kind with respect to Licensee's installation or use of third -party products. Nothing in this EULA shall restrict, limit or otherwise affect any rights or obligations Licensee may have, or conditions to which Licensee may be subject, under any applicable open source licenses to any open source code contained in any Licensed Software. Ivanti may cease to provide access to third - party databases and content, such as patch content, used with some licensed software, in its sole discretion, at any time, and makes no warranty that third -party software which Licensee seeks to access using the licensed software shall be available for downloading to Licensee's system. 10. LIMITED WARRANTY. IVANTI WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FROM LICENSEE'S INITIAL ACQUISITION OF A LICENSE TO USE THE LICENSED SOFTWARE, THE LICENSED SOFTWARE WILL FUNCTION SUBSTANTIALLY IN CONFORMANCE WITH THE DOCUMENTATION ACCOMPANYING SUCH LICENSED SOFTWARE WHEN USED IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION. LICENSEE'S SOLE REMEDY FOR A BREACH OF THIS WARRANTY SHALL BE THAT IVANTI, IN ITS REASONABLE DISCRETION, WILL EITHER: (i) RESOLVE THE NONCONFORMITY, (ii) REPLACE THE LICENSED SOFTWARE WITH SOFTWARE OF SUBSTANTIALLY THE SAME FUNCTIONALITY, OR (iii) REFUND THE LICENSE FEES PAID BY LICENSEE FOR THE APPLICABLE LICENSED SOFTWARE. THIS LIMITED WARRANTY SHALL NOT APPLY TO UPDATES AND UPGRADES (IF ANY) TO THE LICENSED SOFTWARE OR IF LICENSEE HAS OBTAINED A TRIAL -USE LICENSE. 11. NO OTHER WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE LICENSED SOFTWARE, MAINTENANCE AND SUPPORT SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON - INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. ANY EXPRESS WARRANTY MADE OUTSIDE OF THIS EULA IS EXCLUDED AND SUPERSEDED. NEITHER IVANTI NOR ITS LICENSORS REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT THE LICENSED SOFTWARE IS WITHOUT DEFECT OR ERROR OR THAT OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE MAY HAVE OTHER WARRANTY RIGHTS PROVIDED BY LOCAL LAW. 12. LIMITATION OF LIABILITY AND DIRECT DAMAGES. IN NO EVENT SHALL IVANTI OR ITS LICENSORS, VENDORS, AFFILIATES, SUBSIDIARIES, PARENTS, EMPLOYEES AND/OR SUPPLIERS BE LIABLE UNDER THIS EULA OR IN CONNECTION WITH THE LICENSED SOFTWARE, MAINTENANCE, OR SUPPORT SERVICES FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF COMPUTER PROGRAMS, OR INABILITY TO USE THE LICENSED SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM), EVEN IF IVANTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IVANTI'S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES AND THE AGGREGATE LIABILITY OF IVANTI ARISING FROM OR RELATING TO THIS EULA, THE USE OF THE LICENSED SOFTWARE, MAINTENANCE, AND SUPPORT SERVICES SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES RECEIVED BY IVANTI FROM LICENSEE UNDER THIS EULA FOR THE LICENSED SOFTWARE OUT OF WHICH SUCH LIABILITY AROSE (EXCEPT WITH RESPECT TO INDEMNIFICATION UNDER SECTION 13 OF THIS EULA WHICH SHALL NOT BE LIMITED). SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO SOME OF THESE PROVISIONS MAY NOT APPLY TO LICENSEE. 13. INDEMNIFICATION. (A) INDEMNIFICATION BY IVANTI: Ivanti will, at its own expense, defend or settle any Infringement Claim and indemnify Licensee for any damages finally awarded against Licensee, but only if: (i) Licensee promptly notifies Ivanti of any Infringement Claim; (ii) Ivanti retains sole control of the defense, negotiations, settlement, or compromise of any Infringement Claim; and (iii) Licensee provides Ivanti with all necessary authority, information, and reasonable assistance (at Ivanti's expense). Ivanti will not be responsible for any costs, expenses or compromise incurred or made by Licensee without Ivanti's prior written consent. If use of Licensed Software is permanently enjoined as the result of an Infringement Claim, Ivanti will, in its sole discretion and expense, procure for Licensee the right to continue using such Licensed Software, replace such Licensed Software with non -infringing product, modify such Licensed Software so that it is no longer infringing, or, if each of the foregoing is commercially unreasonable or unduly burdensome, Ivanti may elect to refund to Licensee the fees, less depreciation, received by Ivanti for such enjoined Licensed Software. Depreciation shall be determined using a straight line basis over thirty-six (36) months, commencing on the effective date for Ivanti Licensed Software and on the date of first delivery to Licensee of any Licensed Software or Support Services. (B) EXCLUSIONS: Ivanti shall not have any indemnification obligations, other responsibility or liability for any costs, expenses, or damages, settlement, or otherwise resulting from: (i) Ivanti's compliance with Licensee's designs, specifications or instructions; (ii) Licensee's modification (whether authorized or not) of Licensed Software; (iii) any Infringement Claim arising from Licensee's combined use of Licensed Software (or any part thereof) with any Licensee or other third party product; or (iv) Licensee's direct or contributory infringement of any business method patent. (C) ENTIRE OBLIGATION AND EXCLUSIVE REMEDY: The foregoing states the entire obligation and exclusive remedy of each of the parties hereto with respect to any lvanti indemnification obligation. (D) INDEMNIFICATION BY LICENSEE: Licensee agrees to defend, indemnify, and hold Ivanti harmless from and against any and all actions, claims, damages, expenses (including attorneys' foos and out of pocket expenses) and liabilities arising out of (i) Licensee's unauthorized use of Licensed Software; (ii) for any material breach of this EULA by Licensee (or Licensee's affiliates, contractors, consultants); (iii) Ivanti's compliance with Licensee's designs, specifications or instructions; and (iv) Licensee's modification (whether authorized or not) of Licensed Software. 14. PAYMENT AND TAXES. In the event that Licensee is purchasing directly from Ivanti and payment is required from Licensee directly to lvanti (as opposed to purchase through or payment to an authorized Ivanti reseller or distributor), Licensee shall pay lvanti all amounts due in U.S. Dollars no later than thirty (30) days following Licensee's receipt of an invoice from Ivanti. For the purchase of any annual renewal of the then -current annual Subscription Fee and annual Support Services Fees (if any), Licensee shall make payment to Ivanti within thirty (30) days of such annual renewal. If Licensee fails to make a payment to Ivanti when due, Ivanti may charge Licensee interest at the lesser of a rate of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law, which interest will accumulate on the outstanding balance on a daily basis until paid in full. Licensee shall reimburse Ivanti for all reasonable costs, including legal fees and related costs, Ivanti incurs in collecting any late payments and interest from Licensee. Ivanti shall be entitled to terminate all licenses, services and Support Services provided hereunder upon thirty (30) days prior written notice to Licensee if Licensee fails to pay any required fees when due. In the event that any withholding, sales, value-added, use or other taxes or government fees, assessments or charges are payable because of this EULA, the license of the Licensed Software to Licensee, or because of any payment by Licensee, then Licensee shall pay all such taxes, fees, assessments and charges in addition to all other payments. If Ivanti is required to make any such payments, Licensee agrees to reimburse Ivanti for such payments promptly upon notice from Ivanti. 15. TERMINATION OF THIS EULA. If Licensee is using the Licensed Software under any time-limited license, including without limitation a Trial -Use License or Subscription License, this EULA shall terminate with regard to such Licensed Software without notice to Licensee on the last day of the specified time period. Any other license granted hereunder shall automatically terminate if Licensee breaches this EULA. Upon expiration or termination of this EULA, Licensee shall immediately cease all use of the Licensed Software and uninstall and delete all of the Licensed Software. The foregoing shall not limit or affect any remedy available to Ivanti as a result of any breach of this EULA by Licensee. 16. EXPORT COMPLIANCE. Licensee acknowledges that the Licensed Software is exported from the United States in accordance with the Export Administration Regulations. The Licensed Software, and any product or technical information provided by Ivanti, are subject to applicable import and export regulations of the United States and/or other countries. Diversion contrary to U.S. law is prohibited. Licensee agrees to comply with all applicable import and export regulations as they may be amended from time to time. Regardless of any disclosure made by Licensee to Ivanti of an ultimate destination of the Licensed Software or any product or technical information, Licensee agrees that it will not export, re-export or disclose (directly or indirectly) any of the Licensed Software, any product or technical information provided by Ivanti, or any portion thereof, to any country, entity or person in violation of U.S. export laws or regulations or any other law, regulation, or government order. Note that Licensed Software containing encryption may be subject to additional restrictions with which Licensee also agrees to comply. 17. GOVERNING LAW. If Licensee has its primary office in North America, Central America, South America, or any other area not expressly identified below in this section, this EULA is governed by the laws of the State of Utah, United States of America. If Licensee has its primary office in a member state of the European Union or the European Free Trade Association, the Middle East or Africa, this EULA is governed by the laws of England. If Licensee has its primary office in Japan, this EULA is governed by the laws of Japan. If Licensee has its primary office in the People's Republic of China, this EULA is governed by the laws of the People's Republic of China. Such governing laws are effective without regard to the principles of conflict or choice of law and are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods. In any action or suit to enforce any right or remedy under this EULA, the prevailing party will be entitled to recover its fees and costs, including reasonable attorney's fees. 18. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software is provided with "RESTRICTED RIGHTS" and is deemed "commercial computer software" and "commercial computer software documentation" within the meaning of applicable civilian and military Federal acquisition regulations and any supplement thereto. Use, modification, duplication, or disclosure by the United States Government is subject to restrictions as set forth in DFARS 252.227-7014(a)(1) (JUN 1995) (DOD commercial computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer software), FAR 52.227-19 (DEC 2007) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data - commercial items clause); FAR 52.227-14, including Alternates I, II, and III (DEC 2007) (civilian agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), and any successor provisions . Use of the Company Products by the U.S. Government constitutes acknowledgment of Ivanti's proprietary rights therein. The Contractor or Manufacturer is Ivanti, Inc. (or its subsidiaries or affiliates), with an office at 698 West 10000 South, Suite 500, South Jordan, UT 84095, USA. 19. SEVERABILITY. If any provision in this EULA shall be found or be held to be invalid, unenforceable, or in conflict with applicable law in any jurisdiction in which this EULA is being performed, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity, unenforceability, or conflict, and all other provisions of this EULA shall remain unaffected. 20. FORCE MAJEURE. Ivanti shall not be liable for its failure to perform due to unforeseen circumstances or any causes beyond Ivanti's reasonable control ("Force Majeure"). In the event of Force Majeure, Ivanti's performance will be extended for a period equal to the duration of the delay caused thereby. 21. WAIVER. No action taken pursuant to this EULA, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by such party of any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this EULA or failure to perform by the other party shall not operate or be construed as a further or continuing waiver of such breach or failure to perform or as a waiver of any other or subsequent breach or failure to perform. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by applicable law. 22. ASSIGNMENT; SUB -LICENSE. Licensee may not assign, sublicense, or transfer this EULA, the Licensed Software, any right to Support Services, or any rights or obligations hereunder without prior written consent of Ivanti. Ivanti may assign this EULA and any rights or obligations hereunder at any time and without consent. 23. NOTICES. All notices required or permitted to be given hereunder shall be in writing, shall make reference to this EULA, and shall be delivered by hand, or dispatched by prepaid courier or by registered or certified mail, postage prepaid. Notices to Ivanti shall be sent to the following address: Ivanti, Inc. 698 West 10000 South, Suite 500 South Jordan, Utah 84095 Attn: Legal Dept. Notices shall be deemed served when received by addressee or, if delivery fails by reason of some fault or action of the addressee, when tendered for delivery. 24. ENTIRE AGREEMENT; AMENDMENT. This EULA sets forth the entire understanding and agreement between Licensee and Ivanti relating to the subject matter herein. This EULA may be amended only in a writing signed by authorized representatives of both parties. No vendor, distributor, dealer, retailer, reseller, salesperson, employee or any other person is authorized to modify this EULA or to make any representations different from, or in addition to, the terms of this EULA and Licensee hereby confirms that it has not entered into this EULA in reliance on any statement or representation not expressly set forth herein. Any terms and conditions of any purchase order or other document that is submitted by Licensee in connection with the Ivanti Licensed Software that are different from or in addition to the terms and conditions of this EULA are not binding on Ivanti and are ineffective. EULA — Version: March 2017 EACH PARTY HAS CAUSED ITS DULY AUTHORIZED REPRESENTATIVE TO SIGN THIS AGREEMENT. IVANTI "LICENSEE" By: By: (Signature) (Signature) Name: Name: (print) (print) Title: Title: (print) (print) GoIvL•'I Inti nt 'SSWi4 ti.oi,l CITY OF CORPUS CHRISTI Jesse Carmona 1201 LEOPARD ST CITY HALL BASEMENT CORPUS CHRISTI, TX 78401 United States Phone: (361) 826-3765 Fax: (361) 826-4356 Email: jessecar@cctexas.com All Prices are in US Dollar (USD) Product Qty 1 Cloud Services/Management Gateway Maintenance LANDesk Software - Part#: SCNT-PMA-LDMG1000 Coverage Term: 3/30/2017 — 3/29/2018 2 TOTAL USER MANAGEMENT BUNDLE MNT (USR) LANDesk Software - Part#: LDTUM-M Coverage Term: 3/30/2017 — 3/29/2018 3 SD Host Fixed End User LANDesk Software - Part#: SDHOSTFXAN-S Coverage Term: 3/30/2017 — 3/29/2018 4 SD Host Admin Console LANDesk Software - Part#: SDHOSTAC-S Coverage Term: 3/30/2017 — 3/29/2018 Additional Comments 1 2896 Pricing Proposal Quotation #: 12914634 Created On: 2/2/2017 Valid Until: 5/31/2017 Inside Account Manager Jeff Rosen 1301 South Mo-Pac Expressway Suite 375 Austin, TX 78746 Phone: 800-870-6079 ext 8686150 Fax: (512)732-0232 Email: Jeff_Rosen@shi.com Retail Your Price Total $0.00 $779.00 $779.00 $0.00 $17.00 $49,232.00 2896 $0.00 $9.00 $26,064.00 1 $0.00 $1,015.00 $1,015.00 *Tax $0.00 Total $77,090.00 *Tax is estimated. Invoice will include the full and final tax due. SHI is proactively tracking your renewable volume licensing software using a system we have developed called Polaris Renewal Organizer ("PRO"). Please contact your sales team to gain access to (or watch a demonstration of) your customized renewal timeline, now available online. Thank You for choosing SHI-GS! To ensure the best level of service, please provide End User Name, Phone Number, and E -Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI-GS Sales Representative at 800-870-6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicv, unless there is an existing agreement between SHI and the Customer. ��ersion V1.0.8n` CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. complete Nos. 1. 2, 3, 5. and 6 it there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 81 -it Government Solutions i Austin. TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-203297 Date r=iled: 05x/05/2017 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract, 17-0481 LANDesk TUMS renewal 4 Name of Interested Party City, state, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check onty if there is NO interested Party. I :J 6 AFFIDAVIT 1 stiuy ' VICTORIA PUBYLSKI ?%. . ,s Notary Public, State of Texas ,�} Comm. Expires 10-11-2020 'rhirr.A.'5 Notary 1D 130858106 AFFIX NOTARY STAMP / SEAL ABOVE I swear, or affirm. under penally of perjury. that the above disclosure is true and correct. Sworn to and subscribed before me, by the said M { I C1 Signature of authorized agent of contracting business entity 20 1 , to certify which, witness my hand and seal of office. Signature of officer a.ministering oath �f S Printed name of officer administeYeng oath this the 91' day of Title of officer adi stering oath Foram nrnviderf by TPka¢ Fthire i'nmmiccinn othirc ctato tv i o AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance iimd(a�cctexas.com (361) 826-1909 Dan Grimsbo, Interim Executive Director DanG c(�cctexas.com 361-826-1718 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2 c(�cctexas.com (361) 826-3169 Purchase of Four 2017 Ford F-250 CNG Service Trucks For Water Utilities Department CAPTION: Motion approving the purchase of four 2017 Ford F-250 CNG service trucks from Rush Truck Centers of Texas, LP, of New Braunfels, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard for the total amount not -to -exceed $180,996.00. Funds have been approved for FY2016-2017. PURPOSE: This item is to approve the purchase of four 2017 Ford F-250 service trucks to be used by the water meter operations group in the Water Utilities Department. BACKGROUND AND FINDINGS: The four service trucks will be used by the water meter operations group for the installation and repair of water meters and automated meter reading units. The trucks will include a CNG tank and service body. The trucks will replace four 2003 model units. It is critical to the operations of the Water Department to have trucks to provide timely service to our commercial and residential customers. The trucks were budgeted for replacement in the FY17 Water Fund operating budget. ALTERNATIVES: No alternatives 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 and Fleet Maintenance Services FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $180,996.00 $0.00 $180,996.00 Encumbered / Expended Amount $0.00 $0.00 This item $180,996.00 $0.00 $180,996.00 BALANCE $0.00 $0.00 $0.00 Fund(s): Water Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM 1. 2. 3. DESCRIPTION 2017 Ford F250 CNG Service Body Truck BuyBoard Fee Freight QTY. 4 1 1 UNIT EA EA EA PRICE SHEET FORD F250 CNG TRUCKS TLGPC 521-16 Rush Truck Centers of Texas, L.P. New Braunfels, Texas UNIT PRICE $44,649.00 $400.00 $2,000.00 EXTENDED PRICE $178,596.00 $400.00 $2,000.00 Purchase Cost: $180,996.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance jimd@cctexas.com (361) 826-1909 Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Lease -Purchase of One Peterbilt 348 Truck, with Roll -Off Chassis for the Solid Waste Operations Department CAPTION: Motion authorizing the City Manager, or designee, to lease -purchase one Peterbilt 348 truck, with a roll -off chassis from Rush Truck Centers of Texas, L.P., of Houston, Texas, based on the cooperative purchasing agreement with Houston -Galveston Area Council, for a total amount not -to -exceed $207,042.07, with an estimated expenditure of $6,901.40 in FY2016-2017. PURPOSE: This item is to approve the lease -purchase of one Peterbilt 348 truck with a roll -off trailer for the Solid Waste Operations Department. BACKGROUND AND FINDINGS: Roll -off trucks haul sludge from Wastewater plants to the Cefe Valenzuela Landfill on a daily basis. They are vital to wastewater needs in disposing of the sludge generated by the wastewater system. The truck will haul large containers which roll on and off its chassis via a cable hauling system. This roll -off truck is replacing an existing roll -off truck that is 10 years old with more than 14,000 hours. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Financing for the lease -purchase of the Peterbilt 348 truck with roll -off is based on a sixty - month term with an estimated interest rate of 3.50% for an annual estimated payment of $41,408.41. The total estimated cost over the five-year period, including principal of $189,685.00 and interest of $17,357.07 is $207,042.07. A not -to -exceed tolerance of $1,000.00 has been added to the interest amount to allow for the possible fluctuation of the interest rate for a total not to exceed of $207,042.07. Total Lease -Purchase: Total Allowable Interest for Lease: Grand Total: $189,685.00 $17,357.07 $207,042.07 CONFORMITY TO CITY POLICY: This lease -purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Solid Waste Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $550,193.12 $200,140.67 $750,333.79 Encumbered / Expended Amount $481,172.10 $0.00 $481,172.10 This item $6,901.40 $200,140.67 $207,042.07 BALANCE $62,119.62 $0.00 $62,119.62 Fund(s): General Comments: Delivery of the Peterbilt 348 roll -off truck is scheduled during FY2016-2017. The annual estimated payment for this lease -purchase is $41,408.41 of which $6,901.40 is budgeted in FY2016-2017 by the Solid Waste Operations Department for two months of payments. The remaining lease -purchase payments will be requested in future years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM 1. DESCRIPTION Peterbilt 348 Truck with Galbreth 75K Roll -Off QTY. 1 UNIT EA PRICE SHEET PETERBILT 348 WITH ROLL -OFF H -GAC HT06-16 Rush Truck Centers of Texas, L.P. Houston, Texas UNIT PRICE EXTENDED PRICE $189,685.00 $189,685.00 Lease -Purchase Cost: $189,685.00 **Vendor will pay the H -GAC Fee Total Lease -Purchase Cost: Total Estimated Allowable Interest for Lease: Grand Total: $189,685.00 $17,357.07 $207,042.07 CERTIFICATE OF INTERESTED PARTIES FORM 1295 let Complete Nos. 1- Al and 6 if there are interested parties. Complete Nos. 1. 2, 3, 5, and 6 If there are no interested parties. OFFICE USE ONLY CER71FICAT1ON OF FILING 1 1 Name of business entity fling form, and the city, state and country of the business entity's place of business. Rush Truck Centers of Texas, L P. Houston, TX United States Certificate Number: 2017-190790 Date Filed: Name o governme ent ty orstate agency t is a party to the contract for which the form is )04;11/2017 being filed. City of Corpus Christi 1 Date Acknowledged: — — - 1 - - - 1`'— —,.�___ 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a I description of the services, goods, or other property to be provided under the contract 46132 Peterbilt Trucks 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermedtary 5 Check only i1 there is NO Interested Party. b AFov, j ` 1 CONNIE TRWILLO My Commission Expires April i9, 2018 I swear, or affirm, under penalty • of , 't die above disclosure Is true and correct. Y f 3 Signature of a , prized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE ,worn to and subscnbed before me, by the said Chalie Plouse Atisme U Lth thy of April , 20117 (I , to certify which, ..,''% witness my hand and seal of office Connie Truiillo TitljWarranty Clerk Signature of officer admi t. ering oath Printed name of officer administering oath Title of oficer administering oath Forms orovided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations Department LawM(c�cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2(c�cctexas.com (361) 826-3169 Dumpster Collection Services CAPTION: Motion authorizing City Manager, or designee, to execute a service agreement with Mark Dunning Industries, Inc., of Dothan, Alabama for dumpster collection services, in accordance with Request for Bid No. 1013, based on the lowest, responsive, responsible bid for a total amount not to exceed $110,454.59, with an estimated expenditure of $42,581.31 in FY 2016-2017. The term of this contract will be for one year with options to extend for two additional one-year periods at the sole discretion of the City. PURPOSE: This service agreement will provide Dumpster Collection Services for multiple City departments. BACKGROUND AND FINDINGS: Dumpster collection services will be provided to 41 City owned sites located throughout the city. This is a containerized collection service that requires special equipment that would be cost prohibited for the City to own. Services will be provided on a pre -determined schedule to meet the needs of the various departments requiring this service and non- scheduled collections for special events or emergencies on an as -needed basis. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City issued 43 notification, and received four bids that were deemed responsive and responsible. The bids were evaluated based on lowest price and is recommending the award to the lowest, responsive, responsible bidder, Mark Dunning Industries, Inc. 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: Solid Waste Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $1,679,777.60 $67,873.28 $1,747,650.88 Encumbered / Expended Amount $1,212,411.65 $0.00 $1,212,411.65 This item $42,581.31 $67,873.28 $110,454.59 BALANCE $424,784.64 $0.00 $424,784.64 Fund(s): General Fund Comments: The initial contract term is a total amount not to exceed $110,454.59, with an estimated expenditure of $42,581.31 is funded in FY2016-2017. The remaining balance of $67,873.28 will be requested in future year's budget. The total contract value will be $331,363.77 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Roberta Ortiz Mark Dunning Industries, Inc Corpus Christi, TX BID TABULATION BID EVENT NO.195 DUMPSTER COLLECTION SERVICE C C Disposal Corpus Christi, TX Republic Service Corpus Christi, TX Killian Calderon Disposal Corpus Christi, TX Qtyof UNIT PRICE TOTAL PRICE MONTHS ANNUAL COST UNIT PRICE TOTAL PRICE MONTHS ANNUAL COST UNIT PRICE TOTAL PRICE MONTHS ANNUAL COST UNIT PRICE TOTAL PRICE MONTHS ANNUAL COST ITEM DESCRIPTION Dumpster 1 2 cubic Yard containers Twice per week 5 $60.79 $303.95 12 $3647.40 $66.36 $331.80 12 $3,981.60 $67.57 $337.80 12 $4,053.60 $90.76 $453.80 12 $5,44560 2 Cubic Yard Lockable Containers 2 Once per week 1 $3540 $35.40 12 $424.80 $33.18 $33.18 12 $398.16 $33.78 $33.78 12 $405.36 $57.88 $57.88 12 $694.56 4 Cubic Yard Containers 3 Quarterly 1 $30.00 $30.00 12 $360.00 $15.95 $15.95 12 $19140 $33.78 $33.78 12 5405.36 $4364 $43.64 12 5523.68 4 Once every two weeks 1 $45.00 $45.00 12 $540.00 $33.18 $33.18 12 $398.16 $33.78 $33.78 12 0405.36 $57.88 $57.88 12 $694.56 5 Once per week 6 $60.79 $364.74 12 $4,376.88 $66.36 $398.16 12 $4,777.92 $67.56 $405.36 12 $4,864.32 $85.76 $514.56 12 $6,174.72 6 Twice per week 5 $121.58 $607.90 12 57594.80 $132.72 $663.60 12 $7,963.20 $135.11 $675.55 12 $8,106.60 $150.00 $750.00 12 $9,000.00 7 4 Cubic Yard Lockable Containers Five times per week 2 $308.97 $617.94 5 $3,089.70 $331.81 $663.62 5 $3,318.10 $337.75 $675.50 5 $3,377.50 $298.91 $597.82 5 $2,989.10 8 Six timesper week 2 $369.76 $739.52 7 $5,176.64 $398.17 $796.34 7 55,574.38 5405.29 $810.58 7 $5,674.06 $34467 5689.34 7 54,825.38 9 6 Cubic Yard Containers Once per week 5 $91.19 $455.95 12 55,471.40 $99.54 $497.70 12 $5,972.40 $103.33 $516.65 12 $6,199.80 $109.14 $545.70 12 $6548.40 10 Twice per week 4 $182.38 $729.52 12 $8,754.24 $199.08 $796.32 12 $9,555.84 $202.64 $810.56 12 59,726.72 5200.28 $801.12 12 59,613.44 11 Three times per week 1 5273.56 5273.56 12 $3,282.72 5298.63 $298.63 12 53,583.56 5303.97 5303.97 12 53,647.64 5250.93 5250.93 12 53,011.16 12 Five times per week 2 5455.95 5911.90 12 $10,942.80 $497.71 $995.42 12 $11,945.04 5506.62 51,013.24 12 $12,158.88 545571 $911.42 12 510,937.04 13 6 Cubic Yard Lockable Containers Once per week 1 $96.19 596.19 12 51,15428 $99.54 599.54 12 51,19448 5103.33 5103.33 12 51,239.96 5119.14 5119.14 12 51,429.68 14 Five times per week 1 5460.95 $460.95 5 $2,304.75 $497.71 $497.71 5 52,488.55 550662 550662 5 $2,533.10 546571 $465.71 5 52,328.55 15 Six timeser week 1 5547.14 5547.14 7 53,829.98 5597.25 5597.25 7 54,18075 5607.94 5607.94 7 54,255.58 5491.85 5491.85 7 53,442.95 16 8 Cubic Yard Containers Once per week 3 5121.58 5364.74 12 $4,376.88 $132.72 $398.16 12 $4,777.92 $135.11 5405.33 12 $4,863.96 $139.52 5418.56 12 $5,022.72 17 Twice per week 2 5243.17 $486.34 12 $5,836.08 5265.44 530.88 12 56,370.56 $270.20 5540.40 12 56,484.80 5243.04 5486.08 12 $5,832.96 18 Three times per week 1 5364.76 5364.76 12 54,377.12 $398.17 398.17 12 $4,778.04 5405.29 $405.29 12 $4,863.48 5342.07 5342.07 12 $4,104.84 19 Six times per week 1 $729.51 5729.51 12 58,754.12 5796.33 5796.33 12 59,555.96 581059 $810.59 12 59,727.08 $729.13 5729.13 12 $8,749.56 Subtotal $83,994.59 591,006.02 $92,993.16 591,368.90 Non -Scheduled Services Qtyof UNIT ANNUAL UNIT ANNUAL UNIT ANNUAL UNIT ANNUAL ITEM DESCRIPTION Collection PRICE TOTAL COST PRICE TOTAL COST PRICE TOTAL COST PRICE TOTAL COST 20 Non -Scheduled collection Serivce per container 4 55000 5200.00 5200.00 $33.18 5132.72 5132.72 $75.00 530000 5300.00 $15.68 562.72 $62.72 2 Cubic Yard Lockable Containers 21 1 Non -Scheduled collection Serivce per container 4 55000 5200.00 5200.00 $33.18 5132.72 5132.72 $75.00 530000 5300.00 $15.68 562.72 $62.72 4 Cubic Yard Containers 22 1 Non -Scheduled collection Serivce per container 8 $65.00 5520.00 5520.00 566.36 5530.88 5530.56 $75.00 5600.00 5600.00 $19.80 515840 5158.40 4 Cubic Yard Lockable Containers 23 1 Non -Scheduled collection Serivce per container 3 $65.00 5195.00 5195.00 $66.36 $199.08 $199.08 575.00 5225.00 5225.00 $19.80 $59.40 $59.40 6 Cubic Yard Containers 24 1 Non -Scheduled collection Serivce per container 4 $75.00 5300.00 5300.00 $66.36 526544 526544 575.00 5300.00 5300.00 523.10 $92.40 $92.40 6 Cubic Lockable Containers 25 Non -Scheduled collection Serivce per container 3 57500 5225.00 5225.00 $66.36 5199.08 519908 575.00 522500 522500 523.10 $69.30 569.30 26 8 Cubic Yard Containers Non -Scheduled collection Serivce per container 4 58500 5340.00 5340.00 599.54 5398.16 $398.16 575.00 5300.00 5300.00 52500 5100.00 5100.00 27 30 Cubic Yard Compactors (Once every two weeks) include delivery, installation, and training 1 $1,315.00 $1,315.00 12 515,780.00 $1,185.00 51,185.00 12 514,220.00 5535.50 51571.00 12 $12,852.00 5550.00 $1,100.00 12 513,200.00 28 20 Cubic Yard Roll -oft Containers (Once everytwo weeks) 1 5725.00 5725.00 12 $8,700.00 5810.00 5810.00 12 59,720.00 5258.50 5571.00 12 56,852.00 $280.00 5560.00 12 $6,720.00 SUBTOTAL TOTAL 526,460.00 $110,454.59 525,797.76 5116,803.78 521,954.00 5114,947.16 520,524.94 $111,893.84 SERVICE AGREEMENT NO. 1013 Dumpster Collection Services THIS Dumpster Collection Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Mark Dunning Industries, Inc. ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Dumpster Collection Services in response to Request for Bid/Proposal No. 1013 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Dumpster Collection Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for twelve months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to two additional twelve-month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $110,454.59, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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. The City's Contract Administrator for this Agreement is as follows: Name: Lawrence Mikolajczyk Department: Solid Waste Phone: 361-826-1972 Email: lawm@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 8 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. 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, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Lawrence Mikolajczyk Title: Director of Solid Waste Operations Address: 2525 Hygeia, Corpus Christi, TX 78415 Fax: 361-826-4575 IF TO CONTRACTOR: Mark Dunning Industries, Inc. Attn: Brad Dunning Title: VP/COO Address: 100 Racetrack Rd., Dothan, AL 36302 Fax: 334-983-1627 City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 4 of 8 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT 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. 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 SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. 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, the City Manager may terminate this Agreement immediately thereafter. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 8 (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor 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 had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 8 CONTRACTOR Signature:. ?:5,r'.\\*Ar6-: !..1414"24"j4 Printed Name j\k,r<<��:� Title: r{ s , c (N.\ - Date: \r) -- CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1013 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 8 of 8 Attachment A: Scope of Work 1. General Requirements The Contractor shall provide dumpster route collection services including all labor, materials, tools, and necessary equipment to perform the following service as outlined in this scope of work. The Contractor must be a permitted Solid Waste Hauler and shall comply with all specifications and requirements associated with the City of Corpus Christi Municipal Solid Waste System Service Charge (MSWSSC). 2. Scope of work A. The Contractor will have the responsibility to collect, haul, and dispose of all City waste. B. The Contractor will make the collections in properly identified trucks. C. The Contractor shall dispose of all City waste collected under this contract at: Cefe Valenzuela Landfill 2397 County Road 20, Robstown, TX 78380 D. The Contractor shall remain current with all invoices owed to the City for disposal at the Cefe Valenzuela Landfill. The Contractor will be required to maintain a current account with the City for use of the Cefe Valenzuela Landfill. Payments in arrears with the City for use of the Cefe Valenzuela Landfill are grounds for termination. E. In some circumstances, a non-scheduled collection may be required. When this situation occurs the Contract Administrator will contact the Contractor, and the Contractor then has 24 hours to collect the waste. F. Individual invoices are to be distributed to each appropriate City Department. G. The Contractor will provide the City with the required containers (See Exhibit A). 3. Work Site and Conditions A. The work shall be performed at 41 primary locations throughout the City (See Exhibit A) B. The containers must be kept free of graffiti, damages due to delivery errors, and soiled food products. Ail containers delivered must be clean and free of odors with leak proof lids in functioning condition. C. Any containers rejected by the City must be corrected or replaced by a suitable container within 48 hours, at no charge to the City, or a replacement will be bought RFB Template 10.10.16 on the open market and any costs incurred, including additional costs over the bid price, shall be paid by the Contractor within thirty days of receipt of the City's invoice. 4. City Contract Administrators The Contract Administrator listed for the specific City departments will arrange deliveries, pick-ups and service dates (See Exhibit A). The Contract Administrator shall be the single point of contact for the Contractor for all matters including non-scheduled deliveries and pick-ups and shall keep all records pertaining to this contract. The Contract Administrator shall approve all phases of performance and operations under this Contract including authorization for payment. The Contract Administrator may change over time and any such changes will be given to the Contractor in writing. For Contract Administrator contact information see Exhibit A. 5. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrators to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 6. Special Instructions The Contractor must supply the City of Corpus Christi International Airport (See Exhibit A No. 22) with a 30 cubic yard state-of-the-art roll -off self-contained trash compactor, featuring oversized feed openings and expanded container storage capacity. The trash compactor must be designed to store and transport waste and prevent contamination. The Contractor must include delivery, installation, training and service of equipment. Contractor will have 24 hours to respond to calls for servicing the compactor. RFB Template 10.10.16 mus cP ,. '�'`.,. r _ a. � Attachment B: Bid/Pricing Schedule d CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1023 1852 Dumpster Collection Services Date: 3/7/!1 Authorized / Bidder: Mark Dunning Industries, Inc. Signature: 4. 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Scheduled Services ITEM DESCRIPTION QTY. of Dumpsters UNIT PRICE TOTAL MONTHS ANNUAL COST 2 Cubic Yard Containers 1 Twice per week 5 $ 60.79 $ 303.95 12 $ 3647.40 2 Cubic Yard Lockable Containers 2 Once per week 1 $ 35.40 $ 35.40 12 $ 424.80 4 Cubic Yard Containers 3 Quarterly 1 $ 30.00 $ 30.00 12 $ 360.00 4 Once every two weeks 1 $ 45.00 $ 45.00 12 $ 540.00 5 Once per week 6 $ 60.79 $ 364.74 12 $ 4376.88 6 Twice per week 5 $ 121.58 $607.90 12 $ 7294.80 4 Cubic Yard Lockable Containers 7 Five times per week 2 $ 308.97 $ 617,94 5 $ 3089.70 8 Six times per week 2 $ 369,76 $ 739.52 7 $ 5176.64 ITEM DESCRIPTION QTY. of Dumpsters UNIT PRICE TOTAL MONTHS ANNUAL COST 6 Cubic Yard Containers 9 Once per week 5 $ 91.19 $ 455.95 12 $ 5471.40 10 Twice per week 4 $ 182.38 $ 729.52 12 $ 8754.24 11 Three times per week 1 $ 273.56 $ 273.56 12 $ 3282.72 12 Five times per week 2 $ 455.95 $ 911.90 12 $ 10,942.80 6 Cubic Yard Lockable Containers 13 Once per week 1 $ 96.19 $ 96.19 12 $ 1154.28 14 Five times per week 1 $ 460.95 $460.95 5 $ 2304.75 15 Six times per week 1 $ 547.14 $ 547.14 7 $ 3829.98 8 Cubic Yard Containers 16 Once per week 3 $ 121.58 $ 364.74 12 $ 4376.88 17 Twice per week 2 $ 243.17 $ 486.34 12 $ 5836.08 18 Three times per week 1 $ 364.76 $ 364.76 12 $ 4377.12 19 Six times per week 1 $ 729.51 $ 729.51 12 $ 8754.12 Non -Scheduled Services ITEM DESCRIPTION QTY. of collections UNIT PRICE TOTAL ANNUAL COST 2 Cubic Yard Containers - 20 Non-scheduled collection Service per container 4 $ 50.00 $ 200.00 $ 200.00 2 Cubic Yard Lockable Containers 21 Non-scheduled collection Service per container 4 $ 50.00 $ 200.00 $ 200.00 4 Cubic Yard Containers 22 Non-scheduled collection Service per container 8 $ 65.00 $ 520.00 $ 520.00 4 Cubic Yard Lockable Containers 23 Non-scheduled collection Service per container 3 $00 65$ $195.00 195.00 6 Cubic Yard Containers 24 Non-scheduled collection Service per container$ 4 $ 75.00 $ 300.00 300.00 ITEM DESCRIPTION QTY. of UNIT collections PRICE 6 Cubic Yard Lockable Containers 5 Non-scheduled collection 3 Service per container 8 Cubic Yard Containers TOTAL ANNUAL COST $ 225.00 Non-scheduled collection Service + er container $ 340.00 TOTAL 30 Cubic Yard Compactors (Once every two weeks) include delivery, installation, and training. ANNUAL COST 20 Cubic Yard Roll -off Containers (Once every two weeks) $ 1315.00 12 $ 15,780.00 $ 725.00 12 TOTAL $ 8,700.00 $110,454.59 Exhibit Attachment C: Insurance/Bond Requirement INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. 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 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor'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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Contractor 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor'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 Contractor'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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor'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. 2017 Insurance Requirements Purchasing - Solid Waste — Cefe Landfill Dumpster Service 03/24/2017 sw Risk Management Attachment C: Bond Requirements No bond requirement needed for the service agreement. Attachment D: Warranty Requirements No warranty requirement is needed for the service agreement. Forms provided by Texas Ethics CommissNicpmmissioir fith.cs.state.tx.us November 20 2019 Version V1.0.883 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-182448 Date Filed: 03/24/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Mark Dunning Industries Dothan, AL United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 1013 Solid Waste Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest. (check applicable) Controlling Intermediary I 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. s ig ature of authorized agent of contracting business entity AFFIX NOTARY STAMP /SEAL ABOVE �\ Sworn to and subscribed before me, by the said. Q -1 3�..TTNA1`.CS, , this the IN'IN' day of AW-. , 20 \I-1 , to certify which, witness my hand and seal of office. ‘,I„. Signature of o • icer at ministering oath Printed name of officer administering oath Marilynn Silavelnt Title of officer administering oath Forms provided by Texas Ethics CommissNicpmmissioir fith.cs.state.tx.us November 20 2019 Version V1.0.883 Bid Event No. 193 Dumpster Collection Service Funds Certification FUND NAME ACCOUNTING UNIT ACCOUNT NO. ACTIVITY NO. AMOUNT General Fund 1020-13115-141 520130 $1,883.76 General Fund 1020-12921-142 530160 $303.95 General Fund 1020-12600-101 530000 $303.95 Nueces County General Fund 9100-715 530000 793099C $303.95 General Fund 1020-13031-142 530160 $303.95 General Fund 1020-13032-142 530160 $607.90 General Fund 1020-13033-142 530160 $303.95 General Fund 1020-13034-142 530160 $607.90 General Fund 1020-13035-142 530160 $607.90 General Fund 1020-13036-142 530160 $303.95 General Fund 1020-13037-142 530160 $303.50 General Fund 1020-13038-142 530160 $303.50 Fleet Maint Svc 5110-40170-202 530160 $911.90 General Fund 1020-11870-151 530000 $5,669.35 Water Fund 4010-30005-041 530210 $1,215.85 Gas Fund 4130-34000-022 530160 $1,823.80 Vistor Facility 4710-13710-141 530160 $303.95 Fclty & Prop Mg 5115-40300-191 530210 $303.95 Fclty & Prop Mg 5115-40305-191 530210 $911.90 Fclty & Prop Mg 5115-40310-191 530210 $4,559.50 Marina 4700-35300-122 530160 $11,827.65 Water Fund 4010-31010-062 530160 $4,536.90 General Fund 1020-12800-111 530000 $607.90 Store Fund 5010-40000-185 530160 $303.95 General Fund 1020-12680-083 530000 $303.95 Street Fund 1041-12320-053 530160 $225.00 Street Fund 1041-12430-051 530160 $607.90 Elderly Nutrition Program 1067-00000-142 530000 810817F $1,367.80 Airport 4610-35020-271 530160 $961.90 Total $42,581.31 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 5, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P. E., Executive Director, Public Works valerieg@cctexas.com (361) 826-3729 Jeff H. Edmonds, P. E., Director, Engineering Services jeffreye@cctexas.com (361) 826-3851 Advance Funding Agreement (TxDOT) Manholes and Water Valves Adjustments Saratoga Boulevard (SH 357) and Weber Road (FM 43) CAPTION: Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the adjustment of manholes and water valves on Saratoga Boulevard (SH 357) and Weber Road (FM 43) with the City's payment in the amount of $42,000. PURPOSE: The purpose of this Agenda Item is to execute an Advance Funding Agreement (AFA) with TXDOT outlining project requirements and required City payment to TXDOT in the amount of $42,000 for the city's share of project construction and oversight. BACKGROUND AND FINDINGS: TXDOT will be performing an overlay project on Saratoga Boulevard (SH 357), Weber Road (FM 43), and Rodd Field Road. The proposed Advance Funding Agreement is needed to continue to provide the City access to the manholes and water valves only on Saratoga Boulevard and Weber Road to ensure a smooth ride for the traveling public. Per our Municipal Maintenance Agreement (MMA) with TXDOT, on Non -Controlled Access Roads, the States Responsibilities include, "Maintain the traveled surface and foundation beneath such traveled surface necessary for the proper support of same under vehicular loads encountered and maintain the shoulders." On Non -Controlled Access Roads, the City's Responsibilities include, "Require installations, repairs, removals, or adjustments of publicly or privately owned utilities or services to be performed in accordance with Texas Department of Transportation specifications and subject to approval of the State in writing." It is per this agreement the City is responsible for funding the adjustments of manholes and water valves. ALTERNATIVES: 1. Execute the Advance Funding Agreement with TXDOT. (Recommended) 2. Do not execute the Advance Funding Agreement with TXDOT. (Not recommended) CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: Fiscal Year 2015-2016 Project to Date Budget and Expenditures Current Year Future Years TOTALS Budget $42,840.00 $42,840.00 TxDOT Projected Participation Total Budget Encumbered / Expended Amount 840.00 840.00 This item (TxDOT) 42,000.00 42,000.00 Future Anticipated Expenditures This Project BALANCE $0.00 $0.00 Fund(s): Water and Wastewater CIP Reserves RECOMMENDATION: City staff recommends approval of the Resolution to enter into the Advance Funding Agreement. LIST OF SUPPORTING DOCUMENTS: Resolution Project Budget Location Map Advance Funding Agreement Presentation Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the adjustment of manholes and water valves on Saratoga Boulevard (SH 357) and Weber Road (FM 43) with the City's payment in the amount of $42,000. 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 (AFA) for the adjustment of manholes and water valves on Saratoga Boulevard (SH 357) and Weber Road (FM 43) with the Texas Department of Transportation (TXDOT) with the City's payment in the amount of $42,000 for the City's share of construction and project oversight. SECTION 2. The City Manager or designee is authorized to execute all related documents necessary to administer said AFA, including minor amendments thereto. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas of , 2017 The above resolution was passed by the following vote: Mayor McComb Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Council Member PROJECT BUDGET ESTIMATE Manholes and Water Valves Adjustments Saratoga Boulevard (SH 357) and Weber Road (FM 43) FUNDS AVAILABLE: Water CIP 21,420 Wastewater CIP 21,420 TOTAL 42,840 FUNDS REQUIRED: Advance Funding Agreement - Local Match (TXDOT) 42,000 Reimbursements: Total Reimbursements 840 Administration (Engineering/Capital Budget/Finance) 420 Engineering Services (Project Mgt/Constr Mgt/Land Acq Svcs) 420 Miscellaneous (Printing, Advertising, etc.) TOTAL 42,840 ESTIMATED PROJECT BUDGET BALANCE Corpus Christi PROJECT LOCATION Yor-L 4?/'c/ LOCATION MAP NOT TO SCALE Project Number: T17020 City Manhole and Water Valve Adjustments by TxDOT CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES �rw CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT For Preventive Maintenance and Rehabilitation Project On -System THIS Local Project Advance Funding Agreement (LPAFA) 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, a Master Agreement between the Local Government and the State has been adopted and states the general terms and conditions for transportation projects developed through this LPAFA; and, WHEREAS, the Texas Transportation Commission passed Minute Order Number 114670 that provides for the development of, and funding for, the Project described herein; and, WHEREAS, the Governing Body of the Local Government has approved entering into this LPAFA by resolution or ordinance dated , 20, which is attached to and made a part of this agreement as Attachment A for the development of the Project. 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 hereinafter set forth, it is agreed as follows: AGREEMENT 1. Period of the Agreement The period of this LPAFA is as stated in the Master Agreement, without exception. 2. Termination of this LPAFA Termination of this LPAFA shall be under the conditions as stated in the Master Agreement. This LPAFA may be terminated by the State if the Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds. 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement, without exception. AFA-LPAFA ShortGen.doc Page 1 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development 4. Scope of Work The scope of work for this LPAFA is described as adjust manholes and water valves on SH 357 from SH 286 to Rodd Field Road; and on FM 43 from Yorktown Blvd to SH 358. 5. Right of Way and Real Property Right of way and real property shall be the responsibility of the Local Government as stated in the Master Agreement, without exception. 6. Utilities Adjustment of utilities will be provided by the Local Government as required and as stated in the Master Agreement, without exception. 7. Environmental Assessment and Mitigation Environmental assessment and mitigation will be carried out as stated in the Master Agreement. Additionally, 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. 8. Compliance with Texas Accessibility Standards and ADA Compliance with Texas Accessibility Standards and the Americans with Disabilities Act (ADA) will be as stated in the Master Agreement, without exception. 9. Architectural and Engineering Services Architectural and engineering services will be provided by the State as stated in the Master Agreement. The State is responsible for performance of any required architectural or preliminary engineering work. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. The Local Government may review and comment on the work as required to accomplish the public purposes of the Local Government. The State will cooperate fully with the Local Government in accomplishing these local public purposes to the degree permitted by State and Federal law. 10. Construction Responsibilities Construction responsibilities will be carried out by the State as stated in the Master Agreement. 11. Project Maintenance Project maintenance will be undertaken as provided for in the Master Agreement, without exception. 12. Local Project Sources and Uses of Funds A. A Project Budget Estimate is provided in Attachment C. 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 one hundred percent AFA-LPAFA ShortGen.doc Page 2 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development (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 and 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. A Source of Funds estimate based on the Transportation Improvement Program (TIP) is also provided in Attachment C. Attachment C shows the percentage and estimated dollar amount to be contributed to the project by federal, state, and local sources. The parties agree that the LPAFA may be amended from time to time as required to meet the funding commitments based on revisions to the TIP, Federal Project Authorization and Agreement (FPAA), or other federal document. D. The Local Government is responsible for all non-federal and non -state funding, unless otherwise provided for in this agreement or through amendment of this agreement. Where Special Approval has been granted by the State, the Local Government shall only in that instance be responsible for overruns in excess of the amount to be paid by the Local Government. E. 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 costs. F. 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." The check or warrant shall be deposited by the State and managed by the State. Funds may only be applied by the State to the Project. If after final Project accounting any excess funds remain, 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. G. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or if any other locally proposed changes, including but not limited to plats or replats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the Local Government. The cost of providing right of way acquired by the State shall mean the total expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. AFA-LPAFA_ShortGen.doc Page 3 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development H. When Special Approval has been granted by the State so that the Local Government bears the responsibility for paying cost overruns, the Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification of those amounts. I. 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. Any 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. J. 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. K. 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. 13. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft® Word or similar document. If requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in the format required by the State. This requirement applies whether the Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 14. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. 15. 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. AFA-LPAFA ShortGen.doc Page 4 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development 16. Debarment Certification 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 and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this 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. 17. Cost Principles and Office of Management and Budget (OMB) Audit Requirements In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 18. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: Local Government: 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. 11th Street Austin, Texas 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 19. Civil Rights Compliance A. Compliance with Regulations: The Local Government will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this agreement. B. Nondiscrimination: The Local Government, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. AFA-LPAFA ShortGen.doc Page 5 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government's obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: The Local Government will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government will so certify to the State or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this contract, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. withholding of payments to the Local Government under the contract until the Local Government complies and/or b. cancelling, terminating, or suspending of the contract, in whole or in part. F. Incorporation of Provisions: The Local Government will include the provisions of paragraphs (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Local Government will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Local Government becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Local Government may request the State to enter into such litigation to protect the interests of the State. In addition, the Local Government may request the United States to enter into such litigation to protect the interests of the United States. 20. 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-LPAFA ShortGen.doc Page 6 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf. E. 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 agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to 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. 21. Federal Funding Accountability and Transparency Act Requirements A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf B. The Local Government agrees that it shall: 1. Obtain and provide to the State a System for Award Management (SAM) number (Federal Acquisition Regulation, Part 4, Sub -part 4.11) if this award provides more than $25,000 in Federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://www.sam.gov/portal/public/SAM/ 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine -character number that allows the Federal government to track the distribution of federal money. The DUNS number may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five (5) executives to the State if: i. More than 80% of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. AFA-LPAFA ShortGen.doc Page 7 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development 22. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR 200. B. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT's Compliance Division at sinaleaudits@txdot.gov. C. If expenditures are less than the threshold during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Compliance Division as follows: "We did not meet the $ expenditure threshold and therefore, are not required to have a single audit performed for FY ." D. For each year 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. 23. Pertinent Non -Discrimination Authorities During the performance of this contract, the Local Government, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects). C. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. E. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. AFA-LPAFA ShortGen.doc Page 8 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development I. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). AFA-LPAFA ShortGen.doc Page 9 of 10 Revised 10/18/2016 CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development 24. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT Signature Valerie H. Gray, P.E. Typed or Printed Name Executive Director of Public Works Title Date THE STATE OF TEXAS Kenneth Stewart Director of Contract Services Texas Department of Transportation Date AFA-LPAFA ShortGen.doc Page 10 of 10 Revised 10/18/2016 J CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE AFA-LPAFA ShortGen.doc J J 111. Page 1 of 1 Attachment A CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development ATTACHMENT B PROJECT LOCATION MAP :)*''''?*414,14*.ift4j144,01141414:4440.41At.i,*044*Ak iis *R„ END : PROJECT1557-01 CSJ-044 I STA: 711F:gN g z. #. REF MRK. 056241 4 ti 0#4 444474 rt. "it . • T r aiTo, Au s. liti‘vot ir ......„w A.....,„, i , it -woitiv--,..-4" 1 , BEGIY PROJECT [:s u;108 -01-Q37 ___-,,_ STA: 1EF MRK• 0558 40tAngt BEGIN PROJECT CSJ:1557- a1-oaa STA: REF MRK:D580 END PROJECT c s,.: 100-01 -036 STA. REF WK.: 0566 CSJ:1069-01-037 STA: REF MRK:0564 BEGIN PROJECT CSJ:1OE -01-438 STA. REF MRK: 0564 STATE OF TEXAS TEXAS DEPARTMENT OF TRANSPORTATION LOCATION MAP CONTROL: 1069-01-037 SH 357, ETC. NUECES COUNTY SH 357 CSJ 1055-01-037 A PROJECT LENGTH= 32,736.00 FT LIMITS: FROM: SH 286 TO: ROOD FIELD (6.20 LI] ROOD FIELD CSJ 1069-01-039 : PROJECT LENGTH= 9,504.00 FT 1 v .•1I: LIMITS. FROM. SH 357 TO. SH 359 FM 43 CSJ 1557-01-044 : PROJECT LENGTH= 14,678.40 FT oc.::: LIMITS: FROM: VORKT044N BLVD TO: SH 358 AFA-LPAFA ShortGen.doc Page 1 of 1 Attachment B CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development ATTACHMENT C 1069-01-037 Costs will be allocated based on applicable State funding and a fixed amount of Local Government funding until Local Government funding reaches the maximum obligated amount. The State will then be responsible for 100% of the costs. Description Total Estimated Cost Federal Participation State Participation Local 1Participation Cost Cost Cost Engineering (by State) $480.00 $0 $480.00 $0 Construction (by State) $1,700.00 $0 $0 $1,700.00 Subtotal $2,180.00 $0 $480.00 $1,700.00 Environmental Direct State Costs $14.00 $0 $14.00 $0 Right of Way Direct State Costs $14.00 $0 $14.00 $0 Engineering Direct State Costs $28.00 $0 $28.00 $0 Utility Direct State Costs $14.00 $0 $14.00 $0 Construction Direct State Costs $160.00 $0 $0 $160.00 Indirect State Costs $151.78 $0 $151.78 $0 TOTAL $2,561.78 $0 $701.78 $1,860.00 AFA-LPAFA ShortGen.doc Page 1 of 2 Attachment C CSJ # 1069-01-037, 1557-01-044 District #CRP 16 Code Chart 64 #09800 Project: SH 357 Man Holes & Water Valves Federal Highway Administration CFDA Title: Highway Planning and Construction CFDA No.:20.205 Not Research and Development ATTACHMENT C 1557-01-044 Costs will be allocated based on applicable State funding and a fixed amount of Local Government funding until Local Government funding reaches the maximum obligated amount. The State will then be responsible for 100% of the costs. Description otal Estimated Cost Federal Participation State Participation Local Participation Cost Cost Cost Engineering (by State) $11,520.00 $0 $11,520.00 $0 Construction (by State) $36,300.00 $0 $0 $36,300.00 Subtotal $47,820.00 $0 $11,520.00 $36,300.00 Environmental Direct State Costs $345.00 $0 $345.00 $0 Right of Way Direct State Costs $345.00 $0 $345.00 $0 Engineering Direct State Costs $691.00 $0 $691.00 $0 Utility Direct State Costs $345.00 $0 $345.00 $0 Construction Direct State Costs $3,840.00 $0 $0 $3,840.00 Indirect State Costs $3,516.14 $0 $3,516.14 $0 Subtotal $56,902.14 ',0 $16,762.14 $40,140.00 TOTAL $59,463.92 $0 $17,463.92 $42,000.00 Initial payment by the Local Government to the State: $0 Payment by the Local Government to the State before construction: $42,000.00 Total payment by the Local Government to the State: $42,000.00 The total amount of Local Government participation shall not exceed the amount appearing above. AFA-LPAFA ShortGen.doc Page 2 of 2 Attachment C Carpus Chr sti Engineering Manholes and Water Valves Adjustments Saratoga Boulevard (SH 357) and Weber Road (FM 43) Council Presentation May 16, 2017 Location Map OIL ) Corpus Chr sti Engineering City Manhole and Water Valve Ad'ustments by TxDOT 2 Project Scope [�1 Corpus Chr sti Engineering • TxDOT will be preforming an overlay project along the following corridors: • Saratoga Boulevard (SH 357) from Crosstown Expressway (SH 286) to Rodd Field Road • Weber Road (FM 43) from Yorktown Boulevard to South Padre Island Drive (SH 358) • Rodd Field Road from Saratoga Boulevard (SH 357) to South Padre Island Drive (SH 358) • City manholes and water valves will only be adjusted on Saratoga Boulevard and Weber Road • The overlay project will change the roadway profile, thus requiring the water valves and manholes to be adjusted • The City is required to adjust City owned utilities Per City's Municipal Maintenance Agreement (MMA) with TxDOT 3 Project Schedule Corpus Chrsti Engineering 2017 A M J J A s 0 TxDOT let project 4 Corpus Chr sti Engineering Questions? AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for the City Council Meeting of May 23, 2017 DATE: May 16, 2017 TO: Margie C. Rose, City Manager FROM: Laura Garcia, Director of Libraries LauraGa c(�cctexas.com (361) 826-7070 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2(c�cctexas.com (361) 826-3169 Supply Agreement for Library Books, Audio and Visual Recordings CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Baker & Taylor, LLC, Charlotte, North Carolina for library books, audio and visual recordings based on the cooperative purchasing agreement with TXSmartBuy (TXMAS) for a total amount not -to -exceed $660,000.00, with an estimated expenditure of $255,000.00 in FY 2016-2017. The term of the agreement is for 24 months with options to extend for up to two additional 12 -month periods at the sole discretion of the City. PURPOSE: This item is to approve the library books, audio and visual recordings supply agreement with Baker & Taylor, LLC. BACKGROUND AND FINDINGS: Library patrons borrow over 800,000 items per year. Materials purchased through this supply agreement will consist of prints, audio and visual collections utilized at all six City libraries. The contractor will also provide processing services that include book jackets, spine labels and barcodes. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A 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: Libraries FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $481,078.61 $405,000.00 $886,078.61 Encumbered / Expended Amount $211,707.12 $0.00 $211,707.12 This item $255,000.00 $405,000.00 $660,000.00 BALANCE $14,371.49 $0.00 $14,371.49 Fund(s): General Fund Comments: The initial 24 month contract term is for a total amount not -to -exceed $660,000.00, with an estimated expenditure of $255,000.00 funded in FY 2016-2017. The remaining balance of $405,000.00 will be requested in future year's budget. The total contract value will be $1,320,000.00 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement SUPPLY AGREEMENT NO. 1181 Library Books, Audio and Visual Recordings THIS Library Books, Audio and Visual Recordings Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Baker & Taylor, LLC ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Library Books, Audio and Visual Recordings in response to Request for Bid No. N/A ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Library Books, Audio and Visual Recordings in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 24 months. This Agreement includes an option to extend the term for up to two additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $660,000.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 7 under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Gabby Salazar Department: Library Phone: (361) 826-7015 Email: GabbyS@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, 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 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 7 Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Gabby Salazar Title: Senior Management Assistant Address: 805 Comanche St., Corpus Christi, TX 78401 Fax: (361) 826-7046 IF TO SUPPLIER: Baker & Taylor, LLC Attn: Lee Ann Queen Title: Director - Pricing Services Address: 2550 West Tyvola Road, Suite 300, Charlotte, NC 28217 Fax: (704) 998-3260 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, 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 AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 4 of 7 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. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 5 of 7 that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 7 SUPPLIER 1/ Signature: Printed Name: Iccr„, qiu cc cl Title: EL re c. Aor — Prci Sex- ti I C. Ci Date: 5 - / CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. N/A Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 7 Attachment A: Scope of Work 1. General Requirements Supplier shall supply the Central Library with new editions of library books, audio and visual recordings, which will be utilized at all six City libraries. 2. Scope of Work A. Supplier shall supply an online database limited to titles available through standing order service which can be shipped automatically up on publication without further request from the library. B. The database must also include information about title changes, availability dates of titles, and allow the library staff to review pending shipments and invoices. C. Shipping and handling costs will included with the cost. D. Supplier will not require a minimum order or attach any penalty to orders below a certain size. E. When requested, supplier shall deliver books, audio and visual recordings that are pre-recorded, pre-processed, and ready for issuance to library patrons. Attachment B: Bid/Pricing Schedule Baker &Taylor Discount and Conditions of Sale Texas State Agreement 715-M2 Baker & Taylor is pleased to offer the discount terms and conditions contained in this Attachment A. The pricing grid below provides discounts for each product cateaory offered by Baker & Tavlor. Product Category Category Definition (a) Price Indicator Discount I. Adult Trade Hardcover Editions (Popular Fiction & Non -Fiction, and may include some spoken word audio) 0 - (zero) (Hardcover Trade Editions) C - (Hardcover Computer Books) 46.5% II. Juvenile Trade Hardcover Editions (Popular Fiction & Non -Fiction) J 46.5% III. Adult Quality Paperback Editions (Popular Fiction & Non -Fiction) B - (Paperback Trade Editions) C - (Paperback Computer Books) 40.5% IV. Juvenile Quality Paperback Editions (Popular Fiction & Non -Fiction) G 40.5% V. Mass Market Paperback Editions P 40.5% VI. Single Edition Reinforced (Juvenile) R 21.5% VII. Publisher's Library Edition (Juvenile) Z 21.5% VIII. University Press Trade Editions (may be of any binding and include some spoken word audio) A 8.0 % IX. Text, Technical, Reference, Professional Medical, Small Press, some University Press titles (excluding University Press Trade Editions) and/or Titles of Limited Demand (may be of any binding and include some spoken word audio) S/X/N - (Text, Technical, or Reference Editions) L - (Hardcover Editions from Small Press and Hardcover Titles of Limited Demand -primarily Adult) 7 - (Hardcover Titles of Limited Demand -primarily Juvenile) M - (Paperback Editions from Small Press and Paperback Titles of Limited Demand -primarily Adult) 1 - (Paperback Titles of Limited Demand -primarily Juvenile) T/U/V/W/4/Letter 0 - (Specialty Textbooks) 5/6/8 - (Professional Medical Titles) S = 8.0 % X = 8.0 % N = 8.0 % L = 8.0% (b)(c) 7 = 46.5% (c) M = 8.0%(b)(c) 1 = 40.5% (c) T = 8.0 % U = 8.0 % V = 8.0 % W = 8.0 /o 4 = 8.0% Letter 0 = 8.0 % 5 = 8.0 % 6 = 8.0 % 8 = 8.0 % X. Imported English and Non-English Language Editions F/K/3 F = 0.0 % K / 3 = 8.0 % XI. Enhanced Service Program Y / Q Q = 8.0 % Y = 0.0 + $ 6.50/unit (d) XII. Spoken Word Audio H 45.5% XIII. Board Books I Hardcover = see Category II Paperback = see Category IV XIV. Novelty Items/Activity Books I Hardcover = see Category II Paperback = see Category IV XV. Special Programs, such as: - PawPrints Editions - Turtleback Editions - Playaway Audio Editions D E All Playaway Audio editions D = 10.0 % E = 10.0 % 20.0 % (a) Please see Attachment Category Definitions, which are attached hereto and incorporated herein by reference. Materials produced for TextStream print -on -demand services may fall into any category. (b) Represents publishers with limited sales volume, based upon a semi-annual review. These titles may be of any binding type or publisher of origin. (c) Represents individual titles which do not qualify for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). These titles may be of any binding type or publisher of origin. (d) Titles where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price plus $ 6.50 / unit. 1 of 3 (Continued on the following page) Music Audio / Video Material Discount from Manufacturer's Current List Price DVD / BluRay 28.5% Music Compact Discs 25.0 Playaway View 0.0 % List prices are manufacturers' suggested list prices, where available. Where no list price is supplied by the manufacturer, a list price will be assigned by Baker & Taylor. 2of3 Baker & Taylor Discount Information Also, please note that: • Publisher's list price is subject to change without notice. • Except where otherwise noted, book discounts are applied to current publisher's list price at the time of shipment. • Baker & Taylor reserves the sole right to be the final determinant of product categories, category definitions and price indicators. The discounts vary based on this determination. • Titles are categorized by Baker & Taylor for pricing purposes by considering the binding, general marketing categories, demand for certain titles, preferred stock status, cost of acquisition, cost of distribution, and the size or type of publisher, as well as factors related to relationships with publishers such as shipping terms, payment terms, publisher's discount, returnability to publishers and other factors. • Product categories, category definitions and price indicators are subject to change at Baker & Taylor's sole discretion, without notice, based upon the above-described factors for categorizing titles. • For domestic titles where no publisher list price is assigned by the publisher, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • For imported titles where no publisher list price is assigned by the publisher for the U.S. market, Baker & Taylor will assign such titles a U.S. dollar price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • For PawPrints editions, Baker & Taylor will assign such titles a price in its electronic catalog which is based upon Baker & Taylor's estimate of market conditions. • Titles of limited demand or from small or specialty publishers generally are included in Product Category IX or Product Category XI. • The discount terms and conditions in this Attachment B do not apply to Baker & Taylor's Approval Programs. • Baker & Taylor provides an invoice that identifies the publisher's current list price, the discount offered, and the exact price charged for each title ordered. 3 of Selected accounts utilize our Customized Library Services (CLS) division for customized cataloging/processing services. Per unit prices for these services are listed below. While these specific service packages are not included under 715-M2, we will be pleased to honor the per unit prices as listed. PRINT MATERIAL BAKER & TAYLOR/CLS reserves the right to adjust pricing if the Library's requirements change at any time. The following pricing is based upon the library's current terms. Should the library require additional services in collection development, cataloging, processing, reporting, storage, or shipment, BAKER & TAYLOR/CLS may adjust pricing accordingly. All items will be supplied by CLS unless otherwise noted: PRINT ONGOING COLLECTION SERVICES $3.50/UNIT INCLUDES: 1. BEST AVAILABLE OCLC RECORD 2. ITEM LINKING 3. PROJECT MANAGEMENT SUPPORT 4. MYLAR JACKETS 5. LABEL PROTECTORS 6. 3M THEFT DETECTION STRIPS 7. SPINE LABELS 8. BARCODE LABELS 9. BRANCH LABELS ADDITIONAL SERVICES AT THE LIBRARY'S REQUEST: SPOKEN WORD AUDIO STANDARD/DMP PROCESSING (ADDITIONAL) $2.35/$3.10 JUVENILE KITS CATALOGING AND PROCESSING (ADDITIONAL) $2.25/UNIT LAMINATE PAPERBACK COVERS (ADDITIONAL) $1.99/UNIT ORIGINAL CATALOGING $10.00/TITLE LINK AND AFFIX CUSTOMER SUPPLIED RFID TAGS* (ADDITIONAL) $0.30/UNrr* *Baker & Taylor currently works with most RFID systems. Our tags operate at 13.56MHz, and are re-writeable, and fully compliant with ISO15693. If after compatibility testing B&T does not have the current software/hardware in place for the system chosen by the library, Baker & Taylor reserves the option to revise this pricing. In these instances customers should supply B&T unprogrammed RFID tags • OWNERSHIP TRANSFER AND INVOICING WILL OCCUR ON THE DATE CATALOGING AND PROCESSING IS COMPLETED AND THE MATERIALS ARE EITHER SHIPPED, OR PLACED IN STORAGE AT A BAKER & TAYLOR FACILHY. IF STORAGE IS REQUIRED, BAKER & TAYLOR WILL STORE THE MATERIALS IN A FULLY INSURED AND CLIMATE CONTROLLED FACILITY UNTIL THE DESIRED SHIPMENT DATES. INVOICES ARE MAILED TO THE LIBRARY AT THE TIME INVOICING OCCURS. • FOR THOSE RECORDS WHERE CATALOGING IS NOT AVAILABLE IN THE LIBRARY'S DATABASE OR B&T's CATALOGING UTILITY, CLS WILL PROVIDE AN ORIGINAL CATALOGING RECORD FOR $10.00/TITLE. TITLES REQUIRING ORIGINAL CATALOGING WILL BE PRICED SEPARATELY AT $10.00%11TLE FOR THE FIRST COPY OF EVERY TITLE ORDERED. IF MULTIPLE COPIES OF A 111LE ARE ORDERED, THE $10.00 CHARGE WILL ONLY APPLY ONCE, HOWEVER, THE COMPREHENSIVE CATALOGING AND PROCESSING CHARGE WILL APPLY TO EACH UNIT INCLUDING THE INITIAL UNIT THAT RECEIVES THE $10.00 CHARGE. CUSTOMIZED LIBRARY SERVICES® 12550 WEST TYVOLA ROAD, SUITE 3001 CHARLOTTE, NC 282171 CLSINFO(iQ BAKER-TAYLOR_COM Category Definitions Adult Trade Hardcover Editions (0, C) (may include some spoken word audio materials) High demand materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotional/media expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: 14th Deadly Sin by James Patterson, ISBN: 9780316404021. II. Juvenile Trade Hardcover Editions (J) High demand, juvenile materials from widely distributed publishers designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles are typically released in hardback and can be either fiction or current non-fiction. Publisher promotional/media expenditures and print runs are customarily higher for these titles than for most others. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a trade edition would be: Are You Ready to Play Outside by Mo Willems, ISBN: 9781423113478. III. Adult Quality Paperback Editions (B, C) High demand paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: The Boys in the Boat by Daniel Brown, ISBN 9780143125471. IV. Juvenile Quality Paperback Editions (G) High demand, juvenile paperback materials from widely distributed publishers, other than the standard rack size paperback, typically found in bookstores and other retail outlets. Inventory is maintained with preferred stock status (regularly stocked in three to four major warehouses). An example of a quality paperback would be: Tuck Everlasting by Natalie Babbitt, ISBN: 9780312369811. V. Mass Market Paperback Editions (P) A standard rack size paperback typically found in bookstores or other retail outlets. An example of a mass market paperback would be: The City of Ember by Jeanne Duprau, ISBN: 9780375822742. VI. Single Edition Reinforced (R) A high quality binding designed to provide a long shelf life in a heavy use environment. Although the binding is fanned and glued it may not be sewn, which is typically found in the publisher library edition. Subject content can include both fictional and non-fiction works appealing to juveniles as well as adults. These bindings are identified by the publisher to Baker & Taylor. An example of a single edition reinforced binding would be: Because of Winn Dixie by Kate DiCamillo, ISBN 9780763650070. VII. Publisher Library Editions (Z) Fiction as well as non-fiction materials appealing to both juveniles and adults, designed with the rugged durability required of the environment typically found in a library setting. Publisher Library Editions are traditionally of the highest quality, usually fanned, sewn and glued to provide the greatest possible shelf life of any binding. These bindings are identified by the publisher to Baker & Taylor. An example of a publisher library edition would be: Curious George Visits the Library by Margaret Rey, ISBN: 9781599614199. VIII. University Press Trade Editions (A)(may include some spoken word audio materials) This category would include any University Press Trade Editions, both adult and juvenile, and are subject to publisher reclassification. An example of a university press trade edition would be: Alexander McQueen: Savage Beauty by Andrew Bolton, ISBN: 9780300169782. IX. Text, Technical, Reference, Small Press, and/or Titles of Limited Demand (S, X, N, L, M, V, T, U, W, Letter 0, 1, 4, 5, 6, 7, 8) Category of materials includes, but is not limited to, text, technical, reference, professional medical, small press, and some university press titles (excluding University Press Trade Editions). It includes titles purchased from publishers on a non -returnable basis, those publishers that extend little discount to Baker & Taylor, and publishers whose titles have limited sales volume based upon a semi-annual review. It includes individual titles which do not qualify for preferred stock status (based upon a quarterly review) and individual titles which qualify for preferred stock status, but have limited demand (calculated over a rolling 12 month period). Additionally, any publisher which is not in compliance with some of Baker &Taylor's purchasing requirements could be in this category. Materials in this category are both adult and juvenile, may be of any binding and may include some spoken word audio materials. Examples within this category would be: The Merck Index ISBN: 9781849736701, Strategies That Work, ISBN: 9781571104816, Beauty and the East ISBN: 9781566563871, Generals of the Bulge: Leadership in the U.S. Army's Greatest Battle ISBN 9780811711999, Frankie Works the Night Shift, ISBN 9780060090951, and Floods, ISBN 9781624030031 X. Imported English and Non-English Language Editions (F,K,3) Titles produced and distributed outside of the domestic US. These titles may be of any binding type and represent various publishers. An example would be El Angel Caido by Nalini Singh, ISBN 9788490625224. XI. Enhanced Service Program Titles (Y/Q) This category includes materials where Baker & Taylor receives no discount from the publisher, or prepayment is required by the publisher, or publishers which have restrictions on returns, or books of small or non-commercial publishers with limited sales volume based upon a semi-annual review. Any publisher which is not in compliance with Baker &Taylor's purchasing requirements would be in this category. Materials in this category may be of any binding. These titles will receive no discount and are subject to a service charge. An example within this category would be: Business Income Coverage Guide ISBN: 9781941627532. XII. Spoken Word Audio (H) Materials designed for the general consumer, usually dealing with a subject matter having broad mass appeal. These titles can be either fiction or current non-fiction. An example of a spoken word audio edition would be: The Complete Sherlock Holmes by Sir Arthur Conan Doyle ISBN: 9781491542286. XIII. Board Books (I) Durable materials from widely distributed domestic publishers designed for young children; pages are manufactured of heavy gauge cardboard to prevent tearing. These editions typically feature few pages, simple themes and colorful illustrations or photographs. An example of a board book would be: Runaway Bunny by Margaret Wise Brown, ISBN: 9780061074295. XIV. Novelty Items/Activity Books (I) Specially packaged gift set or novelty item related to a book product or attached as an accessory to a book product. These items would include a book with toy, rag books, washable cloth books, books with accessories or kits, electronic sound books, sticker books, tracing books or coloring books. This category also includes any non -book merchandise such as model kits, hobby kits, flash cards or jigsaw puzzles. An example of an item in this category would be: Very Hungry Caterpillar Cookbook & Cookie Cutters Kit by Lara Starr, ISBN 9781452125527. XV. Special Programs (D and E as indicated in Attachment A) Programs, formats, or editions offered only by Baker & Taylor or not included in any other category. These programs include but may not be limited to PawPrints and Turtleback editions. Examples of items in this category would be: Clifford's Valentines Day by Norman Bridwell, ISBN 9781435201736 (PawPrints prebound edition) and Junie B. Jones is Captain Field Day by Barbara Park, ISBN 9780613337670 (Turtleback prebound edition) Attachment C: Insurance Requirement Insurance is not required for this supply agreement, item 5. Insurance on page 2 of 7 of this agreement is null. Attachment D: Warranty Requirements Supplier will supply new products under this supply agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-201427 Date Filed: 05/02/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Baker & Taylor, LLC Charlotte, NC United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract No. 1181 Library Books, Audio and Visual Recordings 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Sproat, Mark Westchester, IL United States X Henrichs, Timothy Westchester, IL United States X Griffith, Ray Westchester, IL United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. - -e / r -.--- t - } 1: J ( Sign ure of authoriz d agent of contractingjbusiness entity t-. Ser. I— , e` a`l1z ��%_Bf_e.y j,!/F-c,;L r _--,1,1fcri,. . AIH:?(,, )O' ARY Sy:MP / SEAL ABOVE r 1 it . So'mJ "and 'As'cribed before me by the said - . ` f') 1 , this the day of / / , 20 ;:,. , to certify which, witness my hand and seal of office. r ,,,,,:'./ Signatur of officer adminisfdring oath Printed name of officer administerin oath Title of officer administering oath f F6rms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of May 16, 2017 Action Item for City Council Meeting May 23, 2017 DATE: 4/27/2017 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager KeithSe@cctexas.com 361-826-3898 FROM: Rudy Bentancourt, Director of Housing and Community Development RudyB@cctexas.com 361-826-3021 Resolution approving a Homebuyer Assistance Program agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi. CAPTION: Resolution approving an agreement in the amount of $220,000 between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi for the Type A Affordable Housing Program — Homebuyer Assistance Program, ratifying acceptance of the agreement to begin April 1, 2017, and authorizing the City Manager or designee to execute said agreement. PURPOSE: The purpose of the resolution is to approve an agreement between the Corpus Christi Business and Job Development Corporation (Type A Board) and the City of Corpus Christi for the Homebuyer Assistance Program which is administered by the Housing and Community Development Department. BACKGROUND AND FINDINGS: During the April 10, 2017 Type A Board Meeting, the Board approved a motion to transfer $200,000 into the Homebuyer Assistance Program and $20,000 into the City of CC -Reimbursement line item under the Type A Board Affordable Housing Program. Also motioned on this date was an approval to enter into an agreement between the Type A Board and the City of Corpus Christi for the administration and management of the Homebuyer Assistance Program. The agreement covers the term from April 1, 2017 to March 31, 2018, whereas the Board will receive quarterly updates regarding the Homebuyer Assistance Program. The total amount covered by the agreement is $220,000. ALTERNATIVES: None OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY / NON -EMERGENCY: This item is non -emergency DEPARTMENTAL CLEARANCES: Legal Housing and Community Development FINANCIAL IMPACT: Not applicable Fiscal Year: 2017-2018 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $220,000 $220,000 BALANCE $220,000 $220,000 Fund(s): Comments: Financial Impact will be on the funding of the Type A Board funding. RECOMMENDATION: Staff recommends that the City Council approve the agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement with Exhibit A RESOLUTION APPROVING AN AGREEMENT IN THE AMOUNT OF $220,000, BETWEEN CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE CITY OF CORPUS CHRISTI FOR TYPE A AFFORDABLE HOUSING PROGRAM — HOMEBUYER ASSISTANCE PROGRAM, RATIFYING ACCEPTANCE OF THE AGREEMENT TO BEGIN APRIL 1, 2017, AND AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE SAID AGREEMENT. WHEREAS, the Board of the Corpus Christi Business and Job Development Corporation (the "Board") has approved a Type A Affordable Housing Program - Homebuyer Assistance Program, which it funds; WHEREAS, the City of Corpus Christi (the "City"), through its Housing and Community Development Department ("Department"), manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund and has provided these services in the past for the Board; WHEREAS, on April 10, 2017, the Board approved an agreement in the amount of $220,000, between the City and the Board for the management of its program. NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The agreement between the City and the Corpus Christi Business and Job Development Board is approved. Further, the City Council ratifies acceptance of the agreement to begin as of April 1, 2017. SECTION 2. The City Manager, or designee, is authorized to execute an agreement between the Board and the City for the Type A Affordable Housing Program — Homebuyer Assistance Program. Section 3. A copy of the executed agreement shall be filed in the office of the City Secretary. Adopted this the day of , 2017. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Page 1 of 2 Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor McComb Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Council Member Page 2 of 2 AGREEMENT BETWEEN CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND CITY OF CORPUS CHRISTI FOR TYPE A AFFORDABLE HOUSING PROGRAM — HOMEBUYER ASSISTANCE PROGRAM This Agreement for the Type A Affordable Housing Program — Homebuyer Assistance Program ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and the City of Corpus Christi ("City"), a Texas home rule municipality. WHEREAS, the Texas Legislature in Section 501 of the Local Government Code (Development Corporation Act of 1979) empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council") and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Board of Directors ("Board"); WHEREAS, the Board wishes to fund affordable housing projects in an effective manner; WHEREAS, the City through its Housing and Community Development Department ("Department") manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund and has provided these services in the past for the Board; WHEREAS, the Board has determined that it is in the best interests of the residents of the City that the City be awarded affordable housing funds, by execution of this Agreement, to accomplish the affordable housing project described in Exhibit "A" of this Agreement ("Project"); In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Affordable Housing Services. This Agreement between the Corporation and the City is executed to implement the promotion and development of an affordable housing project described in Exhibit "A" and incorporated in this Agreement by reference. The parties have approved this Agreement in an amount not to exceed $220,000, of which up to $20,000 will reimburse City for staff time in implementing the Project. The parties have agreed that $200,000 will be used to Page 1 of 8 implement the Project and to process applications from the citizens for funds under the Project. In addition to the $200,000 funded by this agreement, the parties agree that the City will use any funds left over from previous agreements for this program to implement the Project and to process applications from the citizens for funds under the Project. The funds provided under this agreement may not be used for any other projects or to reimburse the City for any staff time which is unrelated to this Project. Any funds not used for the implementation of the Project will be returned to the Corporation. 2. Reimbursement Process. The Parties agree that the Department will request reimbursement for staff time on a quarterly basis. Requests for reimbursement shall be submitted to the Executive Director of the Board. Reimbursement requests shall list the number of homebuyers who received funds under the Project, the total number of applicants, the number of hours spent reviewing and processing applications, and the hourly rate at which the staff time is charged. Reimbursement requests containing all of the required information shall be processed within 30 days. 3. Quarterly Updates. At the Board's meeting following the end of each quarter, the Director of the Department, or designee, will present an update on the program to the Board. The update will include the number of loans processed, the number of applicants, and the number of hours spent reviewing and processing loan applications during the preceding quarter. 4. Effective Date. The effective date of this Program Agreement is the date on which the City Council grants approval to the Corporation for this Project, so long as all parties have executed this Agreement. 5. Term. The term of this Agreement is from April 1, 2017 through March 31, 2018. 6. Termination. Either party may terminate this Agreement by giving at least 30 days' written notice to the other of its intent to terminate. In the event of such termination, the City will be entitled to reimbursement for any staff time spent reviewing and processing applications under the Project prior to the effective date of the termination. 7. Amendments or Modifications. No amendments or modifications to this Agreement or to the Project may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 8. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Corporation: City of Corpus Christi Business and Job Development Corporation Attn: President, R. Bryan Gulley 1201 Leopard Street Corpus Christi, Texas 78401 Page 2 of 8 If to City: City of Corpus Christi Attn.: Director of Housing and Community Development Department P.O. Box 9277 Corpus Christi, Texas 78469-9277 City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 9. Relationship of Parties. In performing this Agreement, the Corporation and the City shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint - venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. CORPUS CHRISTI BUSINESS & CITY OF CORPUS CHRISTI JOB DEVELOPMENT CORPORATION R. Bryan Gulley Samuel Keith Selman President Assistant City Manager Date: Date: ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Aimee Alcorn -Reed Assistant City Attorney Attorney for Corporation Yvette Aguilar Assistant City Attorney Attorney for City Housing and Community Development Page 3 of 8 City of Corpus Christi Exhibit A Corpus Christi Business and Job Development Corporation TYPE A Affordable Housing — Homebuyer Assistance Program Guidelines for the Program and Criteria for Application REVISED 09/01/2016 Page 4of8 Corpus Christi Business and Job Development Corporation TYPE A Homebuyer Assistance Program Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to be utilized for down payment assistance to buy down the purchase price of the home. II. General Program Description: The funding is available to qualified homebuyers for the purpose of providing down payment assistance a deferred forgivable loan to buy down the purchase price of an affordable home. Affordable housing is any house with a purchase price which does not exceed 95% of the Metropolitan Statistical Area as determined by HUD, which is currently $166,000 for 2017. The intent is to provide general terms/guidelines in order to accomplish the buy down of the purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80% of Median Income Chart). The funding will be in the form of a deferred forgivable loan for up to $10,000. The term of affordability will be 5 years. The loan will be amortized over the specified affordability period, commencing on the closure date, and forgiven at a rate of $2,000 per year for every year the homebuyer lives in the house. Should the homebuyer move out before the affordability period ends, then the remaining period will be prorated and must be paid back. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. The funding is available on a first come, first serve basis. III. Housing Standards: The home must pass a Housing Quality Standards (HQS) inspection, which is conducted by HCD staff. If the house was build prior to 1978, a lead based paint test inspection will be required in accordance with HUD Lead Based Paint Regulations. The house cannot be located in a 100 year flood plain. Per 24 CFR Part 55: Properties located within the 100 year floodplain are vulnerable to a 100 -year flood, and a 1 percent chance of a flood occurring every year. IV. Homebuyer Eligibility: Prospective homebuyers shall meet the gross annual income limits adjusted for family size as determined by HUD (see Attachment A). The Housing and Community Development Department (HCD) will determine the applicant's anticipated annual gross income. Anticipated annual gross income is an estimation of future income a purchasing household expects to receive based upon their current and future monthly income annualized over a 12 month period. Some examples of future income are bonuses, pay raises, commissions or over time. Homebuyers must attend a HUD approved Homebuyer/Homeownership class to obtain a Homebuyer Education Certificate. The certificate cannot be older than one year from the date of issue, and cannot be obtained from an Page 5 of 8 online class. If two or more persons are buying a home together, all must attend a class and provide a copy of the Homebuyer Education Certificate. HUD Approved Housing Counseling Agencies can be found here: http://www.hudl.qov/offices/hsq/sfh/hcc/hcs.cfm The purchasing household size will be determined by the Housing and Community Development Department using HUD's definition of purchasing household. Purchasing household includes all persons who will be occupying the units as their permanent residence. A member of a household is considered to a permanent member of the household if they have been living as a member of the household for at least six months or more. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development will make a determination of eligibility at the time the mortgage lender submits the required documents listed in section (V. Lender Requirements) below. The homebuyer will be issued a Commitment Letter review and approval of all required submitted documents. The Commitment Letter will expire 6 months from the date of issuance. At the time of application, the homebuyer cannot have ownership in any property. The housing ratio ("front end ratio") must fall between 28%-32% The total debt ratio ("back end ratio") may not exceed 45% V. Lender Requirements: The Lender will be required to submit the following to HCD: o Loan Estimate Form o Lender pre -qualification o Signed and dated 1003 o Escrow Earnest Money Contract (sales price cannot exceed $162,000) o Three months of the most recent bank statements o Paycheck stubs for past 3 months o Government issued identification for all purchasing household members o Copy of social security card of all members of the household o Copy of the Homebuyer Education Certificate (no older than on year from date of issue) o Underwriter Summary (1008) — to be provided prior to HCD issuing the Commitment Letter o Title Commitment showing the 1St and 2nd Liens (upon final loan approval) o Closing Disclosure (upon final loan approval) Page 6 of 8 VI. Title Company Requirements: HCD will give the approval for closing and will wire funds to the Title Company. The Title Company will provide to HCD the original signed promissory note, the recorded City of Corpus Christi Deed of Trust, Recorded Warranty Deed, Final signed Closing Disclosure, Insurance Binder which shows all liens, and the Title Policy which shows HCD as a lien holder. The Title Company will be responsible for ensuring that all documents are complete and correct. Page 7 of 8 INCOME LIMITS (80% of MEDIAN INCOME) FAMILY SIZE 1 2 3 4 5 6 7 8 ANNUAL INCOME 32,250 37,200 41,850 46,500 50,250 53,950 57,750 61,400 Revised 6/6/2016* Income limits are established by HUD and are subject to change without notice Page 8 of 8 CERTIFICATE OF IPARTIES , FORM 1295 1 of 1 Complete Nos. z'4and snthere are interested parties. Complete Nos1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-189595 Date Filed: 0407/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Corpus Christi Business and Job Development Corp Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmum entity or state agency to trak or identify the contract, and provide a description of the services, goods, or other property to be provided under thcontract. XXXX Homebuyer Assistance Program 4/1/17-3/ 1/18 4 Name of lnterested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling | Intermediary Trujillo, Lee Corpus Christi, TX United States X Guerra, Gabe Corpus Christi, TX United States X GuUoy, Bryan Corpus Christi, TX United States X Braselton, Bart Corpus Christi, TX United States X Maldonado, Randy Corpus Christi, TX United States X Sanchez, Constance Corpus Christi, TX United States X City of Corpus Christi Corpus Christi, TX United States X 5 Check only if there is NO Interested Party ' El 6 AFFIDAVIT ~*^^,1.^s~A. ,e,,,~*,^~*^,^,~ir I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. 1MONAQUETAMEZLERMA 01 0#1� Notary PublicSTATE OF TEXAS -��C��� > / Ny�omm�8m�01'23�O2 Ne—....0" `-_`~—~-�*—�-�~'~^� AFFIX NOTARY STAMP / SEAL ABOVE u����mmo.�me� m anemn contractinguusmosn,nu� U . Y air) 6 > this the ` ` day of �� 0 20 J \ ( .mcertify which, witnessmyhand ',^ —al o,office. / t - � q. � , LY MO-64AI ~' ' ^~~ ' ' s�n�u�m,� omuum '-enngnm» namav' ' '' ` �^� ii.�" �.="uummeummno�n officer � , Version V1.0.883 AGENDA MEMORANDUM for the City Council Meeting of May 16, 2017 DATE: TO: FROM: May 10, 2017 Margie C. Rose, City Manager Clarence Wittwer, Director of Water ClarenceW@cctexas.com 361-826-1874 UPDATE TO CITY COUNCIL ON Stevens Sludge Removal Presentation STAFF PRESENTER(S): Name 1. Clarence Wittwer 2. Dan Grimsbo 3. Rafael Martinez OUTSIDE PRESENTER(S): Title/Position Department Director of Water Utilities Interim Executive Director Utilities Utilities Water Plant Manager Utilities Name Title/Position Organization 1. BACKGROUND: This project consists of dredging and hauling to the landfill water treatment plant residuals (sludge) from Lagoon — 7. Contract was awarded to American Process Group with our Engineering consultant LNV supporting. This is a one year contract with a one year renewal, each year is for $3.75M for a total not to exceed $7.5M. The original contract as well as the funding was approved by council on December 20, 2016 and this would be for the one year extension. The project is running much smoother and substantially quicker than expected. A total of 403 loads of sludge -approximately 3,000 wet tons. Estimated dry tonnage produced is 2,814. LIST OF SUPPORTING DOCUMENTS: PowerPoint Council Presentation May 16, 2017 Background • Project E16246 - Intermediate Sludge Removal Phase 1 • Awarded to American Process Group, Inc. (APG) of Tacoma, Washington on December 20, 2016; NTP on 3/3/2017 • Base Year 1 bid in the amount $3,750,000 for the Base Year with an additional $3,750,000 Option Year • Total not to exceed amount of $7,500,000 • Phase 1 will remove 18,050 Dry Tons (DT) of residuals Project Actual Timeline and Progress March April May June July August 1 2 3 4 Al 2 1 2 3 4 1 2 3 41 2 3 4 1 2 Cattails 4 Milestone 1 Milestone 2 Milestone 3 Final Milestone removal 3,000 DT 6,000 DT 10,000 DT 18,050 DT Base Year / Phase 1 Progress To -Date and Demobilization Costs • First load left ONSWTP on April 10 • Milestone 1: 2 months ahead of City - required schedule • Milestone 2: 6 months ahead of City - required schedule • Phase 1 complete: mid-August • Cost to de -mobilize and re -mobilize: $393,735 [ Lagoon 5 Capacity: 52,297 CY Accumulation: 90% Lagoon 7 Capacity: 500,000 CY Accumulation: 90% Capacity: 49,413 CY Accumulation: 83% Presed Basin Capacity: 722,173 CY Accumulation: 38% Dewatering and Removal Operation 5 Beneficial Use and Other Applications • Beneficial Use At Landfill • Solid Waste team is working with TCEQ on permit to use ONS residuals to create Alternate Daily Cover • Use Alternate Cover instead of native soil which is a precious commodity in solid waste business • First project of its kind, according to TCEQ • Land Application • City can obtain land application certificates which will enable the City to competitively bid land application projects; preference for City property • Working with LNV to evaluate costs of all feasible long-term solids handling and disposal options Summary and Recommendation • The Utilities department would like to exercise the Option Year with APG for the following reasons: • Already mobilized on site. Cost to de -mobilize and re -mobilize is $393,735, which is equivalent of 29,731 CY of accumulated sludge • Dredging can continue uninterrupted, ridding Plant of most of accumulated process residual sludge in Lagoons 5, 6, and 7 • Familiar with ONSWTP, its business processes, and has an established relationship with landfill and local hauling company • Responsible, responsive to Utilities needs, and works well with City staff Renewing the contract will allow removal of most of accumulated residuals within months 7 AGENDA MEMORANDUM Ordinance for the City Council Meeting of May 16, 2017 DATE: TO: May 16, 2017 Mayor Pro Tem & City Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Canvassing Returns of May 6, 2017 Special Election CAPTION: Ordinance canvassing returns and declaring the results of the Special Election held on May 6, 2017 in the City of Corpus Christi for the purpose of electing the Mayor; making appropriate findings; and declaring an emergency. PURPOSE: The purpose of this item is to canvass the returns of the May 6, 2017 Special Election. When the City Council completes the canvassing procedure, the election results become official. BACKGROUND AND FINDINGS: The City Council ordered that a Special Election be held on May 6, 2017. The special election was ordered to elect the Mayor. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY WITH CITY POLICY: This item conforms with the Texas Election Code and the City Charter. EMERGENCY / NON -EMERGENCY: Due to statutory requirements regarding the canvassing period, the ordinance must be passed on a single (i.e. emergency) reading. DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2016/2017 Project to Date Expenditures Current Future Years TOTALS Line Item Budget Encumbered / Expended This item BALANCE Fund(s): None. Comments: None. RECOMMENDATION: Approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance canvassing returns and declaring the results of the Special Election held on May 6, 2017 in the City of Corpus Christi for the purpose of electing the Mayor; making appropriate findings; and declaring an emergency Whereas, the City Council of the City of Corpus Christi, by Ordinance No. 031081 on February 28, 2017, ordered and called a Special Election to be held on May 6, 2017 for the election of Mayor to fill remainder of the unexpired term, "Special Election"; Whereas, the City Council, by Ordinance 031105, amended Ordinance 031081 identifying polling places and appointing Election Officials for the Special Election; Whereas, notice of the Special Election was given as required by law; Whereas, the Special Election was duly held on the 6th day of May, 2017, at which said contest was presented to the voters as provided in the respective City ordinances calling the Special Election, and in conformity with the election laws of the State of Texas and the results of said Special Election has been certified and returned by the judges and clerks thereof; and Whereas, it is hereby officially found and determined that the meeting at which this ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act; and Whereas, the City Council has reviewed and investigated all matters pertaining to the Special Election, and finds that the said Special Election was, in all respects, lawfully held and that the City Secretary's tally and certification of results provided to the Council are correct; and Whereas, Election Code Section 67.004(a) provides in part that two members of the City Council constitute a quorum for purposes of canvassing an election. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: Section 1. The tally of votes cast in the Special Election held on the 6th day of May, 2017 made and certified to by the City Secretary of the City of Corpus Christi, attached hereto as Attachment A incorporated by reference and made a part of this Ordinance as though reproduced herein in its entirety, and the same is hereby adopted as the official tabulations of the votes cast at the Special Election, and that said tabulations be filed and recorded in the official records of the City of Corpus Christi as the official canvass of the Special Election. Section 2. The City Council has diligently inquired into the poll lists and the official Special Election returns which were duly and lawfully made to the City Council by the judges and clerks holding and conducting such Special Election with the poll lists and the official election returns showing separately the votes cast in the Special Election. From these returns, the City Council hereby finds that the following votes were cast in the Special Election by voters who were resident, qualified voters of the City. The results of the Special Election canvass are declared to be: MAYOR Jonathan Garison 636 Ray Madrigal 339 Nelda Martinez 6,444 Joe McComb 11,111 Margareta Fratila 107 James M. Hernandez 385 Mark A. Di Carlo 738 Larry White 1,518 Section 3. The City Council officially finds, determines, and declares that the Special Election was duly and properly ordered, that proper legal notice of the Special Election was duly given in the English language and the Spanish language to the extent required by law, that proper election officers were duly appointed prior to the Special Election, that the Special Election was duly and legally held, that all resident qualified voters of the City were permitted to vote at the Special Election, that due returns of the results of the Special Election has been made and delivered, and that the City Council has duly canvassed such returns, all in accordance with the laws of the State of Texas and of the United States of America, and the separate ordinances calling the Special Election. Section 4. The City Council accepts and approves the returns for the Special Election as received and canvassed, and declares that the following person is declared elected and may qualify for the office indicated for the remainder of the unexpired term: Mayor Joe McComb Section 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 6. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 7. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. Section 8. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. Section 9. This Ordinance shall be in force and effect from and after its final passage and it is so ordained. Section 10. The necessity of making an official canvass of votes and declaring the results thereof immediately in order to meet the requirements of State Law and the City Charter, and the need for efficient and effective administration of the City's affairs, creates a public emergency requiring the suspension of the City Charter rule that no ordinance be passed finally on the date of its introduction but that such ordinance shall be read at two regular meetings of the City Council, and the Mayor having declared that such emergency exits, having requested the suspension of the City Charter rule that this ordinance be finally passed on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the 16th day of May, 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas 16th Day of May, 2017 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas Mayor For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Mayor The above ordinance was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn ATTACHMENT A CITY OF CORPUS CHRISTI SPECIAL ELECTION MAY 6, 2017 PRECINCT -BY -PRECINCT ELECTION RESULTS DATED this the day of May, 2017 1 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 1 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00% Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Jonathan Garison Ray Madrigal Nelda Martinez Joe McComb Margareta Fratila James M. Hernandez Mark A. Di Carlo Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 001 002 003 004 005 13 7 5 6 8 102 210 415 194 198 243 136 178 146 158 358 353 598 346 364 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 11 9 12 21 9 7 5 11 9 1 122 98 168 121 115 158 191 343 157 201 4 2 3 1 0 8 3 7 4 3 16 7 18 7 7 006 007 008 009 015 2 273 117 392 0 00.00% 13 1 92 203 2 13 28 1 27 18 46 0 00.00% 4 5 26 7 0 0 2 7 278 132 417 0 00.00% 20 1 129 209 0 10 15 1 185 52 238 0 00.00% 9 7 53 146 0 2 6 O 19 2 21 0 00.00% 1 0 8 6 0 1 2 016 017 018 019 020 O 0 0 0 0 00.00% 0 0 0 0 0 0 0 9 185 74 268 0 00.00% 8 5 105 105 1 11 11 2 179 78 259 0 00.00% 13 2 60 124 5 2 13 2 10 1 13 0 00.00% 1 0 3 7 1 0 1 1 188 78 267 0 00.00% 6 8 115 106 0 12 5 021 0 29 24 53 0 00.00% 1 0 21 20 2 0 4 023 0 8 2 10 0 00.00% 0 0 2 8 0 0 0 024 0 26 15 41 0 00.00% 4 1 9 13 3 3 6 026 8 488 203 699 0 00.00% 15 4 188 412 4 5 7 029 7 286 191 484 0 00.00% 13 2 164 255 0 7 17 030 0 6 2 8 0 00.00% 0 0 6 2 0 0 0 031 0 19 13 32 0 00.00% 4 1 7 10 0 2 7 032 9 142 77 228 0 00.00% 7 4 62 131 1 6 8 033 0 25 5 30 0 00.00% 4 1 12 8 0 0 4 034 0 2 8 10 0 00.00% 0 0 4 4 0 0 2 038 2 10 5 17 0 00.00% 0 0 10 1 1 0 2 039 5 64 17 86 0 00.00% 1 2 35 42 2 0 2 040 6 480 175 661 0 00.00% 10 3 132 445 0 3 20 041 0 9 3 12 0 00.00% 1 2 3 5 0 0 0 042 0 61 62 123 0 00.00% 4 0 52 64 0 0 1 043 7 12 25 44 0 00.00% 0 4 18 12 0 5 4 044 0 29 15 44 0 00.00% 2 3 16 17 0 2 4 045 4 9 8 21 0 00.00% 0 1 13 6 0 0 1 046 0 14 5 19 0 00.00% 0 0 7 8 0 3 1 047 0 13 2 15 0 00.00% 1 0 7 6 0 0 0 048 7 117 56 180 0 00.00% 6 0 55 92 1 7 3 049 2 112 42 156 0 00.00% 4 1 28 108 0 1 5 050 0 41 35 76 0 00.00% 4 0 35 28 0 4 2 051 3 82 38 123 0 00.00% 6 2 54 43 3 2 6 052 1 42 29 72 0 00.00% 3 4 33 23 2 2 2 1 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 2 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00% Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Jonathan Garison Ray Madrigal Nelda Martinez Joe McComb Margareta Fratila James M. Hernandez Mark A. Di Carlo Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 053 056 057 058 059 0 5 1 5 5 39 30 52 134 138 17 17 22 139 100 56 52 75 278 243 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 2 3 2 8 9 0 3 5 2 4 23 13 24 127 83 25 12 26 105 109 0 1 1 1 2 0 6 4 5 1 3 7 3 12 9 060 061 062 063 064 0 40 21 61 0 00.00% 2 7 30 11 0 4 4 1 27 8 36 0 00.00% 2 2 18 10 0 1 2 3 27 25 55 0 00.00% 2 2 27 16 2 0 0 6 366 249 621 0 00.00% 6 6 181 380 2 1 12 2 177 60 239 0 00.00% 4 1 77 137 0 1 5 065 7 419 258 684 0 00.00% 17 1 185 404 3 6 12 066 0 123 62 185 0 00.00% 8 2 59 93 2 2 8 067 15 319 105 439 0 00.00% 15 2 135 227 1 8 11 068 1 48 30 79 0 00.00% 3 2 25 34 0 7 2 069 2 115 80 197 0 00.00% 7 3 72 90 0 5 6 070 3 141 54 198 0 00.00% 6 8 82 68 1 6 4 071 3 70 28 101 0 00.00% 9 5 40 27 2 7 7 072 1 71 42 114 0 00.00% 4 1 35 54 1 8 6 073 2 50 36 88 0 00.00% 2 5 46 22 1 3 4 074 0 79 36 115 0 00.00% 0 9 52 32 1 8 7 075 2 85 44 131 0 00.00% 3 9 56 35 0 6 8 076 1 29 14 44 0 00.00% 2 6 11 13 2 1 7 077 0 7 6 13 0 00.00% 0 1 2 6 0 1 2 078 1 68 25 94 0 00.00% 6 7 38 34 2 1 3 079 1 43 25 69 0 00.00% 3 3 33 20 0 2 2 080 2 56 39 97 0 00.00% 2 11 41 24 0 6 5 081 10 499 145 654 0 00.00% 7 1 124 463 3 1 13 082 1 20 9 30 0 00.00% 0 4 11 9 0 1 2 083 2 48 17 67 0 00.00% 2 4 32 19 0 1 5 084 1 66 16 83 0 00.00% 9 2 26 35 0 1 2 085 4 16 9 29 0 00.00% 1 7 14 3 1 0 1 086 0 70 70 140 0 00.00% 4 0 47 72 2 1 3 087 0 110 41 151 0 00.00% 6 5 46 66 1 4 7 088 8 203 84 295 0 00.00% 9 0 100 144 5 5 8 089 3 39 15 57 0 00.00% 4 1 24 20 0 1 1 090 2 63 28 93 0 00.00% 1 1 28 45 3 1 2 091 13 266 104 383 0 00.00% 11 4 131 180 1 3 19 092 5 263 133 401 0 00.00% 11 1 103 231 0 6 10 093 1 118 48 167 0 00.00% 5 7 78 51 2 4 12 094 0 174 52 226 0 00.00% 10 5 59 124 1 5 5 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 3 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00° Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Jonathan Garison Ray Madrigal Nelda Martinez Joe McComb Margareta Fratila James M. Hernandez Mark A. Di Carlo Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 095 096 097 098 099 2 2 3 1 2 34 36 48 71 15 25 22 27 65 10 61 60 78 137 27 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 0 6 6 4 0 4 0 0 9 0 16 16 35 60 9 33 28 22 35 14 0 0 0 2 0 2 4 4 6 1 3 5 4 10 3 100 101 103 106 107 0 55 37 92 0 00.00% 8 4 21 44 0 2 4 4 242 53 299 0 00.00% 14 5 75 164 3 8 13 1 157 70 228 0 00.00% 4 1 42 161 0 1 9 10 270 94 374 0 00.00% 19 8 104 195 2 9 8 7 322 84 413 0 00.00% 9 1 105 273 0 0 0 109 2 48 24 74 0 00.00% 2 0 18 41 0 0 5 110 0 102 30 132 0 00.00% 4 2 26 77 0 2 10 111 0 57 45 102 0 00.00% 1 0 24 67 0 0 2 112 20 298 120 438 0 00.00% 9 1 128 252 1 3 14 113 1 23 4 28 0 00.00% 2 1 14 3 0 3 4 114 0 13 6 19 0 00.00% 0 0 9 6 1 0 3 115 2 164 100 266 0 00.00% 6 4 80 153 1 2 4 116 6 338 55 399 0 00.00% 12 5 125 206 2 10 10 117 5 261 100 366 0 00.00% 9 3 69 221 0 7 16 118 1 212 74 287 0 00.00% 8 6 112 106 1 12 15 119 11 419 116 546 0 00.00% 9 3 130 352 1 1 17 120 5 152 115 272 0 00.00% 4 3 66 166 0 5 9 121 7 123 68 198 0 00.00% 4 4 72 95 0 8 3 122 1 291 143 435 0 00.00% 6 3 89 274 1 1 25 123 2 171 43 216 0 00.00% 5 2 43 133 1 8 9 124 9 255 89 353 0 00.00% 11 8 116 177 2 5 12 125 5 352 210 567 0 00.00% 26 11 176 270 2 11 16 126 3 240 94 337 0 00.00% 12 5 70 205 5 4 14 127 2 161 66 229 0 00.00% 2 0 68 136 0 4 4 Totals 6772 21357 0 6444 11111 107 385 738 1 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 4 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00% Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Larry White Totals Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 001 002 003 004 005 13 7 5 6 8 102 210 415 194 198 243 136 178 146 158 358 353 598 346 364 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 32 38 34 22 27 358 353 596 342 363 006 007 008 009 015 2 273 117 392 0 00.00% 36 388 1 27 18 46 0 00.00% 1 45 7 278 132 417 0 00.00% 33 417 1 185 52 238 0 00.00% 14 237 O 19 2 21 0 00.00% 3 21 016 017 018 019 020 O 0 0 0 0 00.00% 0 0 9 185 74 268 0 00.00% 21 267 2 179 78 259 0 00.00% 39 258 2 10 1 13 0 00.00% 0 13 1 188 78 267 0 00.00% 13 265 021 0 29 24 53 0 00.00% 4 52 023 0 8 2 10 0 00.00% 0 10 024 0 26 15 41 0 00.00% 2 41 026 8 488 203 699 0 00.00% 63 698 029 7 286 191 484 0 00.00% 26 484 030 0 6 2 8 0 00.00% 0 8 031 0 19 13 32 0 00.00% 1 32 032 9 142 77 228 0 00.00% 9 228 033 0 25 5 30 0 00.00% 1 30 034 0 2 8 10 0 00.00% 0 10 038 2 10 5 17 0 00.00% 3 17 039 5 64 17 86 0 00.00% 2 86 040 6 480 175 661 0 00.00% 42 655 041 0 9 3 12 0 00.00% 1 12 042 0 61 62 123 0 00.00% 2 123 043 7 12 25 44 0 00.00% 1 44 044 0 29 15 44 0 00.00% 0 44 045 4 9 8 21 0 00.00% 0 21 046 0 14 5 19 0 00.00% 0 19 047 0 13 2 15 0 00.00% 1 15 048 7 117 56 180 0 00.00% 15 179 049 2 112 42 156 0 00.00% 7 154 050 0 41 35 76 0 00.00% 3 76 051 3 82 38 123 0 00.00% 7 123 052 1 42 29 72 0 00.00% 3 72 1 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 5 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00% Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Larry White Totals Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 053 056 057 058 059 0 5 1 5 5 39 30 52 134 138 17 17 22 139 100 56 52 75 278 243 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 3 7 9 18 26 56 52 74 278 243 060 061 062 063 064 0 40 21 61 0 00.00% 2 60 1 27 8 36 0 00.00% 1 36 3 27 25 55 0 00.00% 5 54 6 366 249 621 0 00.00% 31 619 2 177 60 239 0 00.00% 14 239 065 7 419 258 684 0 00.00% 55 683 066 0 123 62 185 0 00.00% 10 184 067 15 319 105 439 0 00.00% 39 438 068 1 48 30 79 0 00.00% 6 79 069 2 115 80 197 0 00.00% 14 197 070 3 141 54 198 0 00.00% 23 198 071 3 70 28 101 0 00.00% 4 101 072 1 71 42 114 0 00.00% 4 113 073 2 50 36 88 0 00.00% 5 88 074 0 79 36 115 0 00.00% 5 114 075 2 85 44 131 0 00.00% 13 130 076 1 29 14 44 0 00.00% 2 44 077 0 7 6 13 0 00.00% 1 13 078 1 68 25 94 0 00.00% 3 94 079 1 43 25 69 0 00.00% 4 67 080 2 56 39 97 0 00.00% 8 97 081 10 499 145 654 0 00.00% 41 653 082 1 20 9 30 0 00.00% 3 30 083 2 48 17 67 0 00.00% 4 67 084 1 66 16 83 0 00.00% 7 82 085 4 16 9 29 0 00.00% 2 29 086 0 70 70 140 0 00.00% 9 138 087 0 110 41 151 0 00.00% 15 150 088 8 203 84 295 0 00.00% 24 295 089 3 39 15 57 0 00.00% 6 57 090 2 63 28 93 0 00.00% 12 93 091 13 266 104 383 0 00.00% 31 380 092 5 263 133 401 0 00.00% 39 401 093 1 118 48 167 0 00.00% 7 166 094 0 174 52 226 0 00.00% 17 226 1 May 2017 Joint Special Election Canvass Report - City of Corpus Christi - Total Voters - Unofficial NUECES COUNTY, TEXAS - GENERAL and SPECIAL ELECTION - May 06, 2017 Page 6 of 6 Total Number of Voters : 22,027 of 0 = 0.00% 05/10/2017 02:52 PM Precincts Reporting 116 of 116 = 100.00% Mayor Corpus Christi Precinct Absentee Early Election Total Registered Percent Larry White Totals Ballots Ballots Ballots Ballots Voters Turnout Cast Cast Cast Cast 095 096 097 098 099 2 2 3 1 2 34 36 48 71 15 25 22 27 65 10 61 60 78 137 27 O 00.00% O 00.00% O 00.00% O 00.00% O 00.00% 3 1 6 10 0 61 60 77 136 27 100 101 103 106 107 0 55 37 92 0 00.00% 7 90 4 242 53 299 0 00.00% 16 298 1 157 70 228 0 00.00% 10 228 10 270 94 374 0 00.00% 27 372 7 322 84 413 0 00.00% 24 412 109 2 48 24 74 0 00.00% 8 74 110 0 102 30 132 0 00.00% 11 132 111 0 57 45 102 0 00.00% 8 102 112 20 298 120 438 0 00.00% 30 438 113 1 23 4 28 0 00.00% 1 28 114 0 13 6 19 0 00.00% 0 19 115 2 164 100 266 0 00.00% 14 264 116 6 338 55 399 0 00.00% 25 395 117 5 261 100 366 0 00.00% 38 363 118 1 212 74 287 0 00.00% 26 286 119 11 419 116 546 0 00.00% 30 543 120 5 152 115 272 0 00.00% 19 272 121 7 123 68 198 0 00.00% 11 197 122 1 291 143 435 0 00.00% 36 435 123 2 171 43 216 0 00.00% 15 216 124 9 255 89 353 0 00.00% 20 351 125 5 352 210 567 0 00.00% 52 564 126 3 240 94 337 0 00.00% 20 335 127 2 161 66 229 0 00.00% 15 229 Totals 358 14227 6772 21357 0 1518 21278 CERTIFICATION OF ELECTION CORPUS CHRISTI SPECIAL ELECTION MAY 6, 2017 I, the undersigned Elections Administrator for the election held on the 6th day of May, 2017, City of Corpus Christi, Nueces County, Texas, do herby certify to the Canvassing Authority that the attached precinct by precinct results is a total of all votes received by each candidate and propositions as shown by the precinct returns. I further certify that the following vote totals include early voting totals by precinct received under Section 87.1231 of the Texas Election Code. These accurately reflect the results of the tabulation tapes released to the City by election precinct judges. Dated this the day of May, 2017 Rebecca Huerta Elections Administrator