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HomeMy WebLinkAboutAgenda Packet City Council - 06/18/2019City Council City of Corpus Christi Meeting Agenda - Final 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, June 18, 2019 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 Joe McComb to call the meeting to order. B.Invocation to be given by Deacon Jesse Hinojosa, Diocese of Corpus Christi. C.Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Lisa Oliver, Community Relations and Engagement Superintendent, Parks and Recreation Department. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.Proclamations / Commendations 1.19-0840 Proclamation declaring June 18, 2019, "Dr. Gloria Dean Randle Scott Day". Proclamation celebrating, "500th Anniversary of the Discovery of Corpus Christi Bay". Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. Swearing-In Ceremony for Newly Appointed Municipal Court Judges. F.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.UTILITY BILLING UPDATE Page 1 City of Corpus Christi Printed on 6/17/2019 June 18, 2019City Council Meeting Agenda - Final c.OTHER G.MINUTES: 2.19-0841 Regular Meeting of June 11, 2019 and Joint Workshop with the Corpus Christi Business and Job Development Corporation of May 9, 2019. H.BOARD & COMMITTEE APPOINTMENTS: 3.19-0842 Building Code Board of Appeals (4 vacancies) Citizens Advisory Health Board (2 vacancies) Corpus Christi Convention & Visitors Bureau (1 vacancy) I.EXPLANATION OF COUNCIL ACTION: 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. All items on this agenda are considered public hearings. 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 4 - 12) Page 2 City of Corpus Christi Printed on 6/17/2019 June 18, 2019City Council Meeting Agenda - Final 4.19-0664 Ordinance authorizing the acceptance and appropriation of a grant contract for the Texas Epidemiology Capacity Expansion Grant in the amount of $204,855.00, from the Texas Department of State Health Services in the Health Grants Fund, to perform surveillance and epidemiology activities for infectious diseases September 1, 2019 through August 31, 2021. Sponsors:Health Department 5.19-0665 Ordinance authorizing the acceptance and appropriation of a grant for the Immunization/Locals Grant Program in the amount of $241,637.00, from the Texas Department of State Health Services to provide immunization services and appropriating related program income September 1, 2019, through August 31, 2020. Sponsors:Health Department 6.19-0667 Ordinance authorizing an amendment to a grant contract for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness grant in the amount of $201,123.00 with a City match of $20,113.00 to provide continued emergency preparedness and response laboratory activities July 1, 2019 through June 30, 2020. Sponsors:Health Department 7.19-0668 Ordinance authorizing the acceptance and appropriation of a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the Health Grants Fund to provide flu testing September 1, 2019 through August 31, 2021. Sponsors:Health Department 8.19-0670 Ordinance authorizing the acceptance and appropriation of a grant contract for the Tuberculosis Prevention and Control-State (TB/PC-STATE) grant in the amount of $61,645.00, from the Texas Department of State Health Services in the Health Grants Fund with a City match of $12,329.00, to provide tuberculosis prevention and control services September 1, 2019 through August 31, 2020. Sponsors:Health Department 9.19-0761 Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty for the replacement of two mechanical bar screens at Allison Wastewater Treatment Plant from Vulcan Industries, Inc. of Missouri Valley, Iowa for a total amount not to exceed $128,280.00 funded through the Wastewater Fund. Sponsors:Utilities Department and Contracts and Procurement 10.19-0773 Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty for the replacement of one mechanical bar screen at Laguna Madre Wastewater Treatment Plant from Lakeside Page 3 City of Corpus Christi Printed on 6/17/2019 June 18, 2019City Council Meeting Agenda - Final Equipment of Bartlett, Illinois for a total amount of $80,519.00 funded through the Wastewater Fund. Sponsors:Utilities Department and Contracts and Procurement 11.19-0714 Resolution authorizing a purchase for Wedeco quartz sleeves and wiper holders for the ultra violet lamp system at Broadway Wastewater Treatment Plant from Xylem Water Solutions USA, Inc. of Charlotte, North Carolina, for a total amount not to exceed $77,013.00, funded through the Wastewater Fund. Sponsors:Utilities Department and Contracts and Procurement 12.19-0774 Motion authorizing an amendment to an existing contract for unleaded gasoline & ultra-low sulfur diesel (TX LED) fuel delivery service with Petroleum Traders Corporation of Fort Wayne, Indiana for a total amount not to exceed $1,279,712.44, and a revised value of the service agreement to not exceed $6,398,562.20 funded through the Fleet Maintenance Service Fund. Sponsors:Asset Management Department and Contracts and Procurement L.RECESS FOR LUNCH M.PUBLIC HEARINGS: (NONE) N.REGULAR AGENDA: (ITEM 13) 13.19-0812 Resolution authorizing the purchase of a thirty-day supply of three coagulant chemicals for a pilot program (with Texas Commission on Environmental Quality concurrence) aimed at reducing the overall cost of water treatment; with Brenntag Southwest, Inc. of Houston, Texas for $72,161.28; with Chemtrade Chemicals US, LLC of Parsippany, New Jersey for $69,662.00; and with Geo Specialty Chemicals for $49,999.00 for a total of $191,822.28 funded through the Water Fund. Sponsors:Utilities Department and Contracts and Procurement O.FIRST READING ORDINANCES: (ITEMS 14 - 21) 14.19-0800 Ordinance amending Ordinance No. 031751 to comply with grant requirements of the FY2018 Department of Homeland Security Grant Program by adding sections which assure in the event of loss or misuse that the funds will be returned in full by the City of Corpus Christi and authorizing the City Manager to apply for, accept, reject, alter or terminate the grant. Sponsors:Police Department 15.19-0808 Ordinance authorizing the acceptance of a grant from Maddie’s Fund in the amount of $5,000.00 to develop a pilot program to determine the feasibility Page 4 City of Corpus Christi Printed on 6/17/2019 June 18, 2019City Council Meeting Agenda - Final for implementation of an Animal Care Foster Program; and appropriating the grant amount in the Police Grants Fund. Sponsors:Police Department 16.19-0669 Ordinance authorizing the acceptance and appropriation of a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736.00 from the Texas Department of State Health Services in the Health Grants for the contract period September 1, 2019 through August 31, 2021 , to provide essential public health services. Sponsors:Health Department 17.19-0796 Ordinance amending Ordinance No. 029958 by expanding the boundary of the City’s Industrial District No. 2 to add approximately 213 acres to the current approximately 4,157 acres, with new acreage generally located between Callicoate Road and Rand Morgan Road and between State Highway 44 and the City Limit Boundary near Mallard Drive, which includes an existing industrial district facility. Sponsors:Planning and Environmental/Strategic Initiatives 18.19-0780 Ordinance amending Corpus Christi Code of Ordinances Section 49-12 to require applicant(s) to provide a current fair market value appraisal for the closure of improved streets, alleys, or rights-of-way, to remove payment exemption for improved alleys, and to update outdated terms or language. Sponsors:Development Services 19.19-0814 Ordinance granting an easement and a temporary construction easement to Southwestern Bell Telephone, LP (SWB) across Ben Garza Park for SWB's existing facilities so that SWB can update its fiber cable system as part of the Harbor Bridge Project. Sponsors:Engineering Services 20.19-0678 Ordinance approving the sale of 0.161 acres at 5205 Edinburg Circle for the highest cash offer received by real estate broker of $22,000.00 to B.B.M.M. Homes, Inc., a Texas Corporation. Sponsors:Legal Department 21.19-0681 Ordinance approving the sale of 0.1431 acres at 7101 Edgebrook Drive for the highest cash offer received by real estate broker of $20,000.00 to Rebecca Christine Brandauer. Sponsors:Legal Department P.BRIEFINGS: (ITEM 22) 22.19-0797 The FY20 & 21 Corpus Christi Summer Games of Texas is a sanctioned event supported by the Texas Amateur Athletic Federation. The event is patterned after the Olympic Games providing athletes the opportunity to compete in over 10 sporting events held in venues across the City of Page 5 City of Corpus Christi Printed on 6/17/2019 June 18, 2019City Council Meeting Agenda - Final Corpus Christi for athletes of all ages and skill levels. Sponsors:Parks and Recreation Department Q.EXECUTIVE SESSION: (NONE) R.IDENTIFY COUNCIL FUTURE AGENDA ITEMS S.ADJOURNMENT Page 6 City of Corpus Christi Printed on 6/17/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, June 11, 2019 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. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:32 a.m. Invocation to be given by Deacon Mark Arnold, Diocese of Corpus Christi.B. Deacon Mark Arnold gave the invocation. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Paul Bass, Assistant Director of Support Services, Solid Waste Services. C. Paul Bass led the Pledge of Allegiance to the flag of the United States and the Texas flag. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. 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 Peter Zanoni, City Attorney Miles K. Risley, and City Secretary Rebecca L. Huerta. Page 1City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:9 - Proclamations / CommendationsE. 1.Proclamation declaring June 16, 2019, "Juneteenth Celebration For the Crest, Celebrating History: We are One". Proclamation declaring June 17, 2019, "National Garbage Worker Day" and June 17-23, 2019, "National Garbage Worker Week". Proclamation declaring June 23-29, 2019, "2019 CITGO Etchells World Championships Week". Mayor McComb presented the proclamations. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: OTHERc. 1) City Manager Zanoni introduced the City Manager's new Chief of Staff Michael Rodriguez. 2) The City of Corpus Christi's Solid Waste Department assisted the City of Kingsville to clean up brush after a recent severe weather event in Kingsville, Texas. UTILITY BILLING UPDATEa. Interim IT Director Peter Collins reported on the following topics: the grace period for delinquent utility accounts ends June 28th; the need for utility customers with delinquent accounts to pay the amount that is delinquent or contact the City to arrange a payment plan; the total number of delinquent accounts; the City engaging with nonprofit organizations to get the word out about the need to resolve delinquent accounts; the number of residential, commercial and total number of delinquent accounts; total number of utility accounts in the City; and outreach the City is engaging in by: calling delinquent account holders and getting the word out via social media and community agencies. CITY PERFORMANCE REPORT - HUMAN RESOURCES DEPARTMENTb. Assistant Director of Human Resources Rosa Medina provided a briefing on the Human Resources Department, including: key performance indicators; training; benefits; employee wellness; fitness center; and recruitment. EXPLANATION OF COUNCIL ACTION:I. Page 2City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes 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. All items on this agenda are considered public hearings. J. Mayor McComb deviated from the agenda and referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum for the Council Chambers. City Secretary Rebecca L. Huerta conducted the public comment period. Jack Gordy, 4118 Bray Dr., spoke regarding blocked sidewalks and the Highway Beautification Act. Richard Balli, 4051 Ramsay St., Chairman of the Committee for Persons with Disabilities announced that the City of Corpus Christi's Committee for Persons with Disabilities has been recognized at the state level; at 1:00 p.m. today, the Governor's committee for persons with disabilities will be holding their meeting at the Deaf and Hard of Hearing Center in Corpus Christi, at which meeting Mr. Balli will provide a presentation detailing the accomplishments of the City of Corpus Christi's Committee for Persons with Disabilities. Henry Williams, 2422 Summers St., President of the Hillcrest Residents' Association, Inc. spoke regarding city government's long neglect of the Hillcrest neighborhood; concerns regarding the Hillcrest neighborhood; and requested that the Hillcrest neighborhood and its residents be treated with dignity, fairness, respect and transparency. Olena and Brian Sexton, 5034 Moultrie Dr., spoke regarding security concerns relating to auto-paying utility bills and water usage inconsistencies on their utility bill. Gary Cornett, 2817 Tumbleweed Dr., Bubba Cheek, 2414 Hidden Lake Dr., Boerne, Texas, and John McCammon, 103 Elm Springs, spoke in support of and about the purpose of the Sons of Confederate Veterans organization. Brian Watson, 5813 Hugo Dr., spoke regarding homelessness. Esteban Martinez, 1506 Daytona Dr., spoke in support of the Sons of Confederate Veterans' float in the recent Buc Days parade; first amendment issues; and slavery. Margareta Fratila, 3606 Tripoli Dr., spoke regarding availability of hotel rooms on Padre Island and accessibility concerns, relating to bicycles and persons with disabilities, on Padre Island. Ernie Salinas, 6066 S. Alameda St., spoke regarding concerns relating to changes the City has made to vehicular traffic flow in the Carson/Alameda Streets area. John E. Medina, 4930 Mokry Dr., provided his telephone number and spoke regarding concerns relating to flooding on Mokry Dr. and Americans With Disabilities Act concerns. Colin Sykes, 309 Aberdeen Ave., spoke regarding climate change and elimination of single-use plastic bags to help safeguard the environment. Terry Mills, 1519 N. Chaparral, spoke in opposition to the Sons of Confederate Veterans displaying the confederate flag in the Buc Days Parade. Marta Imelda Martinez, 4742 Gabriel, spoke regarding safety concerns in her Page 3City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes neighborhood. Reynaldo Madrigal de Pancho Villa, 4253 Dody St., spoke regarding the security of visitors and employees at City Hall.; Robert Gonzalez, 5901 Harvest Hill Rd., spoke in opposition to displaying the confederate flag in the Buc Days Parade. BRIEFINGS: (ITEMS 33 - 34)P. 33.Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q1 2019) Mayor McComb deviated from the agenda and referred to Item 33. Iain Vasey, Corpus Christi Regional Economic Development Corporation (CCREDC), presented information on the following topics: employment by sector for March 2019 for the Corpus Christi Metropolitan Statistical Area (MSA); project activity report; business attraction and recruitment; business retention and expansion; what the CCREDC is working on; Corpus Christi housing affordability; and Corpus Christi cumulative impact. Council members and Mr. Vasey discussed the following topics: the importance of expanded air service in Corpus Christi; an update on the M&G Chemicals Plant and related timeline; and efforts to attract companies to the downtown area. EXECUTIVE SESSION: (ITEMS 35 - 36)R. Mayor McComb deviated form the agenda and referred to Executive Session Items 35 and 36. The Council went into executive session at 1:36 p.m. The Council returned from executive session at 2:14 p.m. 35.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 the purchase, exchange, lease, or value of real property rights at or in the vicinity of 5205 Edinburg Circle, 7101 Edgebrook, and/or 6099 Ennis Joslin and pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property (including, but not limited to, property rights at or in the vicinity of 5205 Edinburg Circle, 7101 Edgebrook, and/or 6099 Ennis Joslin) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. This E-Session Item was discussed in executive session. 36.Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning pending litigation, potential settlement, attorneys fees, and/or other potential legal matters including but not limited to, the case of Priscilla Guel vs. The City of Corpus Christi; Cause No. 2018CCV62016-3. Mayor McComb referred to Item 36 and the following motion was considered: Page 4City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Motion to authorize the City Manager or designee to settle Cause No. 2018CCV-62016-3, Priscilla Guel v. City of Corpus Christi, in the County Court at Law No. 3 of Nueces County, Texas, for the sum of $100,000.00. Council Member Guajardo made a motion to approve the motion, seconded by Council Member Garza. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 8 - Absent:Council Member Barrera1 - Abstained:0 Enactment No: M2019-092 RECESS FOR LUNCHL. The recess for lunch was held during Executive Session Items 35 and 36. MINUTES:G. 2.Regular Meeting of May 21, 2019. Mayor McComb deviated from the agenda and referred to approval of the minutes. A motion was made by Council Member Ben Molina, seconded by Council Member Everett Roy, that the Minutes be passed. The motion carried by a unanimous vote. BOARD & COMMITTEE APPOINTMENTS:H. 3.Food Service Advisory Committee (2 vacancies) Human Relations Commission (5 vacancies) Padre Isles Management District (3 vacancies) Retired and Senior Volunteer Program Advisory Committee (5 vacancies) Senior Companion Program Advisory Committee (4 vacancies) Mayor McComb referred to board and committee appointments. The following appointments were made: Food Service Advisory Committee Council Member Garza made a motion to reappoint Alana L. Fischer (Food Industry), seconded by Council Member Molina and passed unanimously. Council Member Molina nominated Kristoffer J. Busk (Community At-Large). Council Member Hernandez nominated Jude V. Martin (Community At-Large). Kristoffer J. Busk (Community At-Large) was appointed with Mayor McComb, Page 5City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes and Council Members Smith, Hunter, Molina, Garza, Roy, Barrera and Guajardo voting for Kristoffer J. Busk and Council Member Hernandez voting for Jude V. Martin. Human Relations Commission Mayor McComb made a motion to: reappoint Bilaye R. Benibo, Linda A. Cantu and Roy E. Stock; reinstate Maria G. Rodriguez; appoint Angel Cruz and appoint Laura Commons Chair for a one-year term, seconded by Council Member Molina and passed unanimously. Padre Isles Management District Council Member Garza made a motion to appoint Vernon T. Morris, Billy Farmer and Ronald Jeffers, seconded by Council Member Molina and passed unanimously. Retired and Senior Volunteer Program Advisory Committee Council Member Guajardo made a motion to appoint Robert Snyder (At-Large) and Mary Lou Cano (At-Large), seconded by Council Member Molina and passed unanimously. Council Member Garza made a motion to reappoint Patti Anderson (At-Large) and Ruby C. Martinez (RSVP Volunteer), seconded by Council Member Molina and passed unanimously (Council Member Barrera - absent). Senior Companion Program Advisory Committee Council Member Garza made a motion to reappoint Maria I. Odeh (At-Large) and Gloria Ortiz (At-Large), seconded by Council Member Barrera and approved unanimously. Council Member Barrera made a motion to appoint Linda Alonzo (At-Large), seconded by Council Member Molina and passed unanimously. CONSENT AGENDA: (ITEMS 4 - 25)K. Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. A council member requested that Items 6, 12, 16, 23 and 25 be pulled for individual consideration. There were no comments from the public. A motion was made by Council Member Garza, seconded by Council Member Molina, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Page 6City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 4.Resolution approving the concepts, direction, and general work plan for the sixth year of the Street Preventative Maintenance Program (SPMP) - “2019 SPMP Work Plan (Year - 6).” This Resolution was passed on the consent agenda. Enactment No: 031762 5.Motion approving Amendment No. 1 to a contract with J. Schwarz & Associates, Inc. in the amount of $846,500 for a restated fee not to exceed $874,250 to provide engineering design and development of Delivery Orders for the 2019 Citywide Street Preventative Maintenance Program (SPMP) with funding available in the Street Operation Budget and Street Capital Funds for sidewalk improvements for the Americans with Disability Act. This Motion was passed on the consent agenda. Enactment No: M2019-077 7.Second Reading Ordinance - Rezoning for a Property located at or near 10224 Leopard Street (1st Reading 5/21/19) Case No. 0319-03 Corpus Christi Storage Solutions, LLC: Request for rezoning a property at or near 10224 Leopard Street from the “RS-6” Single-Family 6 District to the “CG-2” General Commercial District. Planning Commission and Staff Recommendation (April 17, 2019): Denial of the change of zoning from the “RS-6” Single-Family 6 District to the “CG-2” General Commercial District, in lieu thereof, approval of the “RS-6/SP” Single-Family 6 District with a Special Permit (SP) with conditions. Ordinance rezoning property at or near 10224 Leopard Street from the “RS-6” Single-Family 6 District to the “RS-6/SP” Single-Family 6 District with a Special Permit (SP) with conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031780 8.Second Reading Ordinance - Rezoning for a Property located at or near 701 McBride Lane (1st Reading 5/21/19) Page 7City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Case No. 0419-01 Vernon and Jennifer Carr: Request for rezoning a property at or near 701 McBride Lane from the “CG-2” General Commercial District and the “RS-6” Single-Family District to the “IL” Light Industrial District. Planning Commission and Staff Recommendation (April 17, 2019): Denial of the change of zoning from the “CG-2” General Commercial District and the “RS-6” Single-Family 6 District to the “IL” Light Industrial District, in lieu thereof, approval of the “CG-2/SP” General Commercial District with a Special Permit (SP) with conditions. Ordinance rezoning property at or near 701 McBride Lane from the “CG-2” General Commercial District and the “RS-6” Single-Family District to the “CG-2/SP” General Commercial District with a Special Permit (SP) with conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031781 9.Resolution authorizing submission of 3 grant applications to the Office of the Governor for the State Homeland Security Program and State Homeland Security Program Law Enforcement Terrorism Activity. This Resolution was passed on the consent agenda. Enactment No: 031782 10.Motion authorizing a five-year service agreement with Mobile Wireless LLC of Plano, Texas for NetMotion Mobility software maintenance and support for a total amount not to exceed $146,881, with first-year funding through the Information Technology Fund. This Motion was passed on the consent agenda. Enactment No: M2019-079 11.Resolution authorizing an interlocal agreement for participation in a cooperative purchasing program with the Department of Information Resources Communications Technology Services Division (DIR/CTS), for future purchases of communication services and equipment. This Resolution was passed on the consent agenda. Enactment No: 031783 13.Resolution authorizing a three-year service agreement for preventative maintenance and purchase of parts for the chlorine dioxide system at the O.N. Stevens Water Treatment Plant with International Dioxcide, Inc. of North Kingstown, Rhode Island for a total amount not to exceed $76,200, with first-year funding through the Water Fund. Page 8City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes This Resolution was passed on the consent agenda. Enactment No: 031785 14.Motion authorizing a three-year supply agreement with Ferguson Enterprises, LLC of Corpus Christi, Texas, for the purchase of malleable brass fittings for the Water Utilities Department for a total amount not to exceed $92,431.91, with first-year funding through the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2019-080 15.Motion authorizing the purchase of three replacement trailer-mounted portable air compressors for Utilities from ROMCO Power Systems of Corpus Christi, Texas, via NJPA - Sourcewell Purchasing Cooperative for a total amount not to exceed $58,000 funded through the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2019-081 17.Motion authorizing a 36-month service agreement for mowing of City properties for the Asset Management Department with WLE, LLC of Austin, Texas, for a total amount not to exceed $62,225.28, with first-year funding through the Facility and Property Management Fund. This Motion was passed on the consent agenda. Enactment No: M2019-083 18.Motion authorizing the purchase of one replacement self-propelled broom (street sweeper) for the Solid Waste Department from Nueces Power Equipment of Corpus Christi, Texas, via Houston-Galveston Area Council Cooperative for a total amount not to exceed $65,317.75 funded through the Fleet Maintenance Service Fund. This Motion was passed on the consent agenda. Enactment No: M2019-084 19.Motion authorizing the purchase of two replacement Ford trucks for the Solid Waste Department from Grande Truck Center of San Antonio, Texas, via Buy Board Cooperative for a total amount not to exceed $175,260 funded through the Fleet Maintenance Service Fund. This Motion was passed on the consent agenda. Enactment No: M2019-085 20.Motion awarding a design contract to Bath Engineering for the 2018 Bond Project for Elevator Modernization at Multiple Locations in the amount of $99,750 for design, bid and construction phase services to Page 9City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes replace and upgrade five (5) elevators and corresponding equipment with funding available in various 2018 Bond Propositions. This Motion was passed on the consent agenda. Enactment No: M2019-086 21.Motion authorizing a three-year supply agreement with Ferguson Enterprises, LLC of Corpus Christi, Texas, for the purchase of gas pipe repair clamps for a total amount not to exceed $154,577.40, with first-year funding through the Warehouse Stores Fund. This Motion was passed on the consent agenda. Enactment No: M2019-087 22.Motion approving Amendment No. 1 to a contract with LNV, Inc. for the 2018 Bond Project that reconstructs Airline Road from South Padre Island Drive (SPID) to McArdle in the amount of $349,220 for a total restated fee of $399,120 for design, bid and construction phase services with funding available in the Street 2018 Bond Program. This Motion was passed on the consent agenda. Enactment No: M2019-088 24.Motion authorizing a three-year service agreement for professional auditing services with Weaver and Tidwell, LLP, of Houston, Texas, for an amount not to exceed $608,000, with two additional one-year renewal options with escalation cost for a potential total amount not to exceed $1,043,700, with first-year funding through the General Fund. This Motion was passed on the consent agenda. Enactment No: M2019-090 6.Motion authorizing six two-year service agreements for non-fire backflow preventer services for commercial accounts with Koetter Fire Protection, Hebert Irrigation, Graf Plumbing, Smart Plumbing, and KimJon Backflow Service, all of Corpus Christi, Texas, and TD Backflow Services of Orange Grove, Texas for an amount not to exceed $142,800 for each contract; and, one two-year service agreement for fire backflow preventer for commercial accounts with Koetter Fire Protection of Corpus Christi, Texas for an amount not to exceed $142,800, for a combined total amount not to exceed $999,600, each with one two-year option for a total potential multi-year amount not to exceed $1,999,200, funded by the Backflow Prevention Fund. Mayor McComb referred to Item 6. A council member and Executive Director of Water Utilities Dan Grimsbo discussed funding sources. There were no comments from the public. Page 10City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Council Member Hernandez made a motion to approve the motion, seconded by Council Member Smith. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: M2019-078 12.Resolution authorizing a three-year service agreement with Mid-Coast Electric Supply, Inc. of San Antonio, Texas for Rockwell software and hardware support for the Supervisor Control and Data Acquisition (SCADA) system at the O.N. Stevens Water Treatment Plant for a total amount not to exceed $56,801.85, with first-year funding through the Water Fund. Mayor McComb referred to Item 12. A council member and Director of Water Utilities Kevin Norton discussed the following topics: the purpose of the item; what the Supervisor Control and Data Acquisition system is used to monitor; and annual water loss throughout the system. There were no comments from the public. Council Member Hernandez made a motion to approve the resolution, seconded by Council Member Garza. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: 031784 16.Motion authorizing a three-year supply agreement with Ferguson Enterprises, LLC of Corpus Christi, Texas, for the purchase of plastic lids for utility meter boxes for a total amount not to exceed $291,042, with first-year funding through the Warehouse Stores Fund. Mayor McComb referred to Item 16. A council member and Director of Water Utilities Kevin Norton discussed why funding for this Item is from the Stores Fund. There were no comments from the public. Council Member Hernandez made a motion to approve the motion, seconded by Council Member Barrera. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: M2019-082 Page 11City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes 23.Motion awarding a contract to Berry Contracting, L.P. dba Bay, Ltd. for the 2012 Bond Project that reconstructs Morgan Avenue from Staples Street to Crosstown Freeway in the amount of $6,275,173.95 for Hot Mix Asphalt pavement replacement and underground utility improvements with funding available in the Street 2012 Bond Program. Mayor McComb referred to Item 23. Council members and Director of Engineering Services Jeff Edmonds discussed the following topics: the cost of using concrete versus asphalt and the associated allowable cost per lane mile bid differential; life cycle cost analysis of concrete versus asphalt; disclosing the bid differential to bidders up front; the frequency of overlays; maintenance of concrete versus asphalt; concrete street failures; a plan to address maintenance and monitoring of concrete and asphalt streets; use of ultra-thin overlay versus seal coating; using automation to repair potholes more efficiently; the premium paid for concrete streets; that a maintenance plan for concrete streets is needed; incentivizing the early completion of construction contracts; the quality of ride on concrete streets in Corpus Christi; the cost of utilities associated with street construction; the cost of concrete for this project; and the contract completion timeline. There were no comments from the public. Council Member Molina made a motion to approve the motion, seconded by Council Member Smith. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 7 - Nay:Council Member Garza and Council Member Hernandez2 - Abstained:0 Enactment No: M2019-089 25.Motion authorizing a five-year service agreement for bond counsel services with Norton Rose Fulbright USA LLP of San Antonio, Texas for an estimated amount not to exceed $800,000 with five one-year options for a total potential estimated multi-year amount not to exceed $1,600,000, funded through the bond revenues. Mayor McComb referred to Item 25. Council members and Interim Director of Financial Services Alma Casas discussed the following topics: the scoring process used during the evaluation process; ambiguity in scoring; quantifying past experience with the incumbent; the term of the contract, including elimination of extension renewal options; whether companies that responded have a local presence; and the incumbent's recent clarifications regarding the seawall and related expenditures. There were no comments from the public. Council Member Guajardo made a motion to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with the following vote: Page 12City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Aye:Mayor McComb, Council Member Guajardo, Council Member Hunter, Council Member Roy and Council Member Smith 5 - Nay:Council Member Barrera, Council Member Garza and Council Member Hernandez 3 - Absent:Council Member Molina1 - Abstained:0 Enactment No: M2019-091 PUBLIC HEARINGS: (NONE)M. REGULAR AGENDA: (ITEM 26)N. 26.Ordinance amending Corpus Christi Code to change residential building permit fees from valuation based to square footage based; providing for publication; and declaring an emergency for a one-reading action. Mayor McComb referred to Item 26. Assistant Director of Development Services Gene Delauro stated that the purpose of this Item is to amend the City Code to change the method of calculating residential building permit fees from valuation based to square footage based. Assistant Director Delauro presented information on the following topics: background; new residential, residential addition and residential remodel construction fee comparisons; and staff's recommendation to approve the ordinance as presented. Mayor McComb called for comments from the public. Wendy Herman, Executive Officer of the Coastal Bend Homebuilders Association, spoke in support of the item. Council Member Smith made a motion to approve the ordinance on emergency, seconded by Council Member Barrera. This Ordinance was passed on emergency and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Roy and Council Member Smith 8 - Abstained:Council Member Molina1 - Enactment No: 031786 FIRST READING ORDINANCES: (ITEMS 27 - 32)O. Mayor McComb referred to First Reading Ordinances. There were no comments from the public. Director of Public Health Annette Rodriguez stated that the end date in Item 31 needed to be corrected from, "August 31, 2021", as listed in the agenda, to the correct end date of, "August 31, 2020". 31.Ordinance authorizing the acceptance and appropriation of a grant contract for the Tuberculosis Prevention and Control-State (TB/PC-STATE) grant in the amount of $61,645.00, from the Texas Page 13City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Department of State Health Services in the Health Grants Fund with a City match of $12,329.00, to provide tuberculosis prevention and control services September 1, 2019 through August 31, 2020. Mayor McComb deviated from the agenda and referred to Item 31. Council Member Molina made a motion to amend the end date of the ordinance to, "August 31, 2020", seconded by Council Member Garza and approved unanimously. Council Member Molina made a motion to approve the ordinance as amended, seconded by Council Member Garza. This Ordinance was passed on first reading as amended and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Council Member Barrera made a motion to approve Items 27-30 and Item 32, seconded by Council Member Molina. These Ordinances were passed on first reading and approved with one vote. 27.Ordinance authorizing the acceptance and appropriation of a grant contract for the Texas Epidemiology Capacity Expansion Grant in the amount of $204,855.00, from the Texas Department of State Health Services in the Health Grants Fund, to perform surveillance and epidemiology activities for infectious diseases September 1, 2019 through August 31, 2021. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 28.Ordinance authorizing the acceptance and appropriation of a grant for the Immunization/Locals Grant Program in the amount of $241,637.00, from the Texas Department of State Health Services to provide immunization services and appropriating related program income September 1, 2019, through August 31, 2020. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Page 14City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Abstained:0 29.Ordinance authorizing an amendment to a grant contract for the Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness grant in the amount of $201,123.00 with a City match of $20,113.00 to provide continued emergency preparedness and response laboratory activities July 1, 2019 through June 30, 2020. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 30.Ordinance authorizing the acceptance and appropriation of a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the Health Grants Fund to provide flu testing September 1, 2019 through August 31, 2021. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 32.Ordinance authorizing License Agreements with Nueces County for Arlington Height Christian School and South Texas Futbol Club use of LyondellBasell Park on Haven Drive for youth sports programs, with two-year terms, with option to extend for up to two additional years. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 BRIEFINGS: (ITEM 34)P. 34.Alternative Water Supplies Request for Information (RFI) Update Mayor McComb referred to Item 34. The presentation team consisted of Water Page 15City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes Resource Manager Steve Ramos, Frank Brogan, Bob Paulison, Mallory Lightsey, San Patricio Municipal Water District and Executive Director of Water Utilities Dan Grimsbo. Water Resource Manager Ramos presented information on the following topics: alternative water supplies Request for Information (RFI) background, including: groundwater, water re-use and seawater desalination responses and next steps; Inner Harbor/La Quinta potential siting areas for a seawater desalination plant; aquifer storage and recovery next steps; and the City's water supply goal. Council members, Water Resource Manager Ramos and Executive Director of Water Utilities Dan Grimsbo discussed the following topics: use of wastewater effluent in the desalination of sea water, its incorporation into an Request for Proposal (RFP) and its effect on permitting; an RFP timeline; the impact of existing commitments to Gulf Coast Growth Ventures (Exxon); a vendor, responding to the RFI, asking a council member to lunch; the no-contact period associated with the RFI; sources of water; affordability of water; issues regarding interbasin water transfers; and the City of Corpus Christi selling water to other Texas communities. LEGISLATIVE UPDATE:Q. Mayor McComb referred to Legislative Update. Director of Intergovernmental Relations Tammy Embrey reported on the following: the Governor has until Sunday, June 16, 2019 to take action on bills; only 4 of the top 10 bills that would have significantly impacted cities passed during the legislative session; SB 2 property tax bill; SB 1152 cable franchise bill; HB 2439 preempting city authority over building materials; HB 347 annexation bill; Hurricane Harvey and disaster response; changes to the Texas Department of Emergency Management; a state-wide flood plan and fund; items that will be on the ballot in November; HB 852 affecting building permits; HB 2496 changing the historic designation process; legislation affecting platting; the defeat of SB 29; the restoration of funding for near-non-attainment communities for air quality monitoring; an increase in funding for the Defense Economic Adjustment Assistance Grant (DEAAG); preservation of Corpus Christi's ability to use HOT taxes to construct a convention center hotel; bills related to changing the composition of the Commission of the Port of Corpus Christi Authority did not advance in the legislative process; Texas Windstorm Insurance Association (TWIA) changes; that State Representative Hunter will host a TWIA update at 10:00 a.m. on June 26, 2019, the location of which is yet to be determined; that the Texas Municipal League (TML) is presenting a legislative wrap up on June 24, 2019 in Austin, Texas; bills that did not pass, relating to such topics as: short-term rentals, a super-preemption bill prohibiting cities from regulating business, unless it was a uniquely local concern; trees; animal shelters; and a bill allowing the Texas Attorney General to settle city environmental lawsuits, without a city's approval. IDENTIFY COUNCIL FUTURE AGENDA ITEMSS. Mayor McComb referred to Identify Council Future Agenda Items. The following items were identified: budget policies, specifically regarding budget transfers; Bed and Breakfast ordinance; memo on preventive maintenance done by City departments; presentation on the City's local preference policy, Page 16City of Corpus Christi Printed on 6/14/2019 June 11, 2019City Council Meeting Minutes including applicable state regulations; and an update on SQH Sports and Entertainment, Inc. ADJOURNMENTT. The meeting was adjourned at 4:13 p.m. Page 17City of Corpus Christi Printed on 6/14/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council Workshop Session 9:00 AM City Hall Basement Training RoomThursday, May 9, 2019 THIS IS A JOINT WORKSHOP OF THE CITY COUNCIL AND THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION 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 COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 9:04 a.m. President Scott Harris to call the Corpus Christi Business and Job Development Corporation to order. B. President Scott Harris called the meeting to order at 9:04 a.m. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers for City Council. C. 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. (Mr. Hernandez arrived at 9:31 a.m. and Mr. Hunter arrived at 9:56 a.m.) Mayor Joe McComb, Council Member Roland Barrera, Council Member Rudy Garza, Council Member Paulette Guajardo, Council Member Gil Hernandez, Council Member Michael Hunter, Council Member Ben Molina, Council Member Everett Roy, and Council Member Greg Smith Present 9 - City Secretary Rebecca L. Huerta to call the roll of the Corpus Christi Business and Job Development Corporation Officers. D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the Board was present to conduct the meeting. Present: 5 - President Scott Harris, Board Member Gabriel Guerra, Board Member Randy Maldonado, Board Member Leah Pagan Olivarri, Page 1City of Corpus Christi Printed on 6/7/2019 May 9, 2019City Council Workshop Session Meeting Minutes Board Member Robert Tamez, Board Member Lee Trujillo and Board Member John Valls PRESENTATION AND DISCUSSION:E. 1.Use of Type A Seawall Funds Business Liaison Arlene Medrano presented information on the following topics: Seawall Type A funds; the purpose of the meeting, how City Council wants to spend Seawall funds moving forward; is City Council interested in using Seawall sales tax funds for economic development projects or only floodplain management projects; questions that were asked at the May 18, 2019 joint meeting; ballot language; type A sales tax use; and Special Election Ordinance #024188 including the following provisions: 1. the Seawall is a facility and improvement which promotes new and expanded business development 2. Seawall meets the section 4B criteria of promoting or developing new or expanded business enterprise, including a project to provide public safety facilities, streets, drainage, general municipally owned improvements, related improvements and other projects determined to promote or develop new or expanded business enterprise and 3. meets the section 4B purpose of being required or suitable for use for entertainment, tourist, convention, and public park purpose and events. Bond Counsel Clay Binford with Norton Rose Fulbright US LLP discussed the following topics: legal authorization on how funds can be spent; create factual predicate that is easily defensible for Council to adopt regarding projects we wish to proceed on; resolution provides findings of fact to support the use of the funds for the Sea District Water features repairs; Water Garden Resolution findings; and the definition of what is the Seawall. Council Members, Board Members and Mr. Binford discussed the 1/8 cent sales tax; travel lane boundary; funds for operating and maintaining the museum; and whether the water gardens can be funded with Type A funds. Ms. Medrano reported on the HDR 2009 Report; FEMA FIRM update; HDR 2016 Vulnerabilities Assessment; FY19 Adopted Seawall CIP; Seawall Fund Cash Flow. Council Members, Board Members, Ms. Medrano and Ms. Sanchez discussed the remaining balance if the City were to retire the debt early and what happens to the balance of the Type A and Type B funds when they expire. Floodplain Manager Yvette Dodd and Director of Engineering Services Jeff Edmonds presented the following topics: flood protection system; salt flats levee; flood walls; drainage pumping stations; FEMA Path Forward; System accreditation; proposed improvements will help reduce the Base Flood Elevation (BFE) downtown. Council Members, Board Members, Ms. Dodd and Mr. Edmonds discussed what can be done to reduce our flood risk; will the wave study include the museum area; and maintaining our assets. Mayor McComb proposed a possible election to authorize the use of a portion of the sales tax for street maintenance. Page 2City of Corpus Christi Printed on 6/7/2019 May 9, 2019City Council Workshop Session Meeting Minutes Council Members, Board Members discussed the need for a dedicated fund to keep money available for the Seawall; and that the Watergarden is a qualified project for use of the Type A funds. Mr. Selman summarized the key points of the meeting as follows: to identify the projects going forward; prepare a path for a possible 2020 election that would identify when and how the City will retire the debt and how a portion of the sales tax could remain in the Type A for maintenance while the other portion goes to street maintenance for residential street maintenance and to bring the Watergarden project back to City Council. ADJOURNMENTD. Mayor McComb adjourned the meeting at 10:48 a.m. President Harris adjourned the meeting at 10:48 a.m. Page 3City of Corpus Christi Printed on 6/7/2019 Duties Composition Name District Term Appt. date End date Appointing Authority Position Status Category Attendance *Steven R McClure Sr District 1 2 2/10/2015 5/4/2018 City Council Resigned Not Conn W/Bldg. Ind. Chuck Anastos District 2 3 5/14/2013 5/4/2019 City Council Met the six-year service limitation Architect **Garry M Camp District 5 2 10/13/2015 5/4/2019 City Council Seeking reappointment General Contractor 3/5 meetings 80% (1 excused meetings) *Randy Farrar District 5 3 9/11/2012 5/4/2019 City Council Met the six-year service limitation Building Industry Hilary R Davis District 2 1 5/8/2018 5/4/2020 City Council Active Building Industry Robert Knowles P.E.District 4 3 2/10/2015 5/4/2020 City Council Active Engineer Ramiro Munoz III District 5 3 2/10/2015 5/4/2020 City Council Chair Active Building Industry BUILDING CODE BOARD OF APPEALS Seven (7) members appointed by the City Council for two-year staggered terms. It must include an architect, a general contractor, an engineer, three (3) members at-large from the building industry, and one member not connected with the building industry. Quorum shall require four (4) members. The Board shall elect a chairman and vice chairman during the first meeting of each calendar year. *Four (4) vacancies with terms to 5-4-20 and 5-4-21, representing the following categories: 1 - Not Connected with Building Industry, 1 - Architect, 1 - General Contractor, and 1 - Building Industry. (Due to a change in her employment, Staff is recommending the realignment of Hilary R. Davis from the Building Industry category to Not Connected with Building Industry.) (Staff is also recommending the postponement of the Architect for further recruitment.) The Building Code Board of Appeals (BCBOA) shall have the power to hear individual appeals of decisions and interpretations of the building official on rulings and alternate materials and methods of construction and, consider individual variances of the City Building Code, Existing Building Code, Residential Construction Code, Flood Hazard Prevention Code, and Energy Conservation Code. Furthermore, the BCBOA shall have the power, after having obtained public comment, to recommend to the City Council changes to the City Building Code, Existing Building Code, Residential Construction Code, Flood Hazard Prevention Code, and Energy Conservation Code. Name District Category Pete G. Cavazos District 2 Building Industry Victoria Reyes District 5 Not Connected with Building Industry BUILDING CODE OF APPEALS Applicants CITY OF CORPUS CHRISTI Submit Date: Mar 31, 2019 Application for a City Board, Commission, Committee or Corporation Profile Pete G. Cavazos First Name 'Middle :rtiai east Name pcavazos@edrachal.org Email ,Address 337 Primrose Street Address Corpus Christi Say What district do you live in?* Pr District 2 Current resident of the city? 6. Yes r No 52 /es, :now many years`' Mobile: (361) 960-8420 Primary Phone Cubit Consulting LLC Employer 555 N. Carancahua, suite 700 :±/ork address Street .Aadress and Suite Number Corpus Christi ',VCCK.idaress City Texas 'Nook Address -,tate 78404 ':'fork Address 5 Inde 361-881-9040 pcavazos@edrachal.org address Home: (361) 960-8420 Alternate Phone Principal / Owner Job Title TX State 78404 Postai Cole Pete G. Cavazos Page 1 of 5 Preferred Mailing Address Pr Home/Primary Address Which Boards would you like to apply for? BUILDING CODE BOARD OF APPEALS: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Associates Degree in Architecture, Certified Building Code Official, Building Inspector, Plans Examiner, Coastal Construction Inspector and Fire Inspector. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) building board code of appeals. Why are you interested in serving on a City board, commission or committee? I'm am a certified building code official through the international building code council. I specialize and have been practing building code enforcement for the past 25 years. I feel my experience and education will help reslove any issues or clarification for the building board code of appeals. Are you an ex -Officio member of a City Board, commission or committee? r Yes n No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? Yes r No Demographics Gender RI Male Code of Ethics - Rules of Conduct/Conflicts of Interest Pete G. Cavazos Page 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r: No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes 6.No Does your employer or your spouse's employer have a City contract? ✓ Yes No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r: No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes 6" No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r: No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. no Board -specific questions (if applicable) Question applies to BUILDING CODE BOARD OF APPEALS The Building Code Board of Appeals must include representatives from certain categories. Do you qualify for any of the following categories? 17 Building Industry Pete G. Cavazos Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Pete G. Cavazos Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. 1 hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. 1 hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. 17 I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Pr I Agree Pete G. Cavazos Page 5 of 5 CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Mar 21, 2019 Profile Victoria F'rs; r,ane 6909 Sir Moses S?reei address Corpus Christi civ What district do you live in? * I District 5 Current resident of the city? Yes c No 35 yes ' W ,any year:: Mobile: (210) 897-1979 P ;many Ccisd 1001 Texan Trail Nora tic c, ass Corpus Christi `.;dor.. ,.... ,,.. ... Texas 78411 3618787300 Victoria.reyes@ccisd.us Reyes _ast `rine Home: (210) 897-1979 .Altemais annne Science Teacher ,nor TX skate 78414 Victoria Reyes Page 1 of 5 Preferred Mailing Address Fir Home/Primary Address Which Boards would you like to apply for? BUILDING CODE BOARD OF APPEALS: Submitted MECHANICAL/PLUMBING ADVISORY BOARD: Submitted Interests & Experiences Are you a registered voter? 6 Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Not at this time. Education, Professional and/or Community Activity (Present) BS Biology MS Secondary Education Corpus Christi American Federation of Teachers Association TX Master Naturalist Community Why are you interested in serving on a City board, commission or committee? To make a positive difference in my community. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes r• No Demographics Gender pi Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes No Do you, your spouse. your business or your spouse's business have a City contract? ✓ Yes 6. No Victoria Reyes Page 2 of 5 Does your employer or your spouse's employer have a City contract? ✓ Yes c No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes r: No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes c No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r• No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. NA Board -specific questions (if applicable) Question applies to BUILDING CODE BOARD OF APPEALS The Building Code Board of Appeals must include representatives from certain categories. Do you qualify for any of the following categories? * 17 Not Connected with Building Industry Question applies to N:IECHANICALPLUMBING ADVISORY BOARD The Mechanical/Plumbing Board must include representatives from certain categories. Do you qualify for any of the following categories? rJ Not Connected with Building Industry Victoria Reyes Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. b7 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p7 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. Pi I Agree Victoria Reyes Page 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. P. I Agree Victoria Reyes Page 5 of 5 Victoria Reyes 6909 Sir Moses Corpus Christi, Texas 78414 (210) 879- 1979 (cell) March 4, 2019 City Council 1201 Leopard Street Corpus Christi, Texas 78401 Dear Mayor and Corpus Christi Council Members, It is with great enthusiasm that I am applying for a board member position with the City of Corpus Christi. I have completed a Master of Science in Secondary Education, administration coursework at Texas A&M Corpus Christi, and gained certification as a T -Tess appraiser while having the opportunity to work with teachers nationally in becoming a professional development trainer from the Technology Maritime Institute in Maryland. With almost eight years of leadership and hands on teaching experience, I am confident that I posses the skills our city needs in ensuring our citizens best interests. As the attached resume will highlight, I am currently a science teacher at W.B Ray High School and Botany Club Sponsor that has gone above and beyond to renovate our school greenhouse into a learning laboratory for science, culinary, and physical education through grant writing for student achievement. I have gained strong communication, collaboration, and organizational skills that have allowed me to cultivate an outdoor learning environment and reinforce the school's standards, policies, and goals. My greatest strengths include, but not limited to, teacher mentoring, curriculum design, school improvement, school safety, facilities and operations maintenance, and professional development workshops in strategies for student success. Furthermore, I am passionate in fostering strong working positive partnerships with all members of the local and school community as seen with the Nueces County Master Gardener Association, Texas Master Naturalist Association, and South Texas Botanical Gardens that I established for our campus. As a future leader I aspire to be, I would continue to foster a positive safe culture conducive to the needs of our city, promote professional growth and development, teamwork, and cooperation while encouraging residents to also take an active role in our community. I would embrace the opportunity to meet with you in person so we can further discuss, in detail, how my diverse skills and experience will allow me to be a continued excellent candidate for a board position. Thank you for your time and consideration! Sincerely, Victoria Reyes Victoria Ann Reyes 6909 Sir Moses Corpus Christi, Texas 78414 (210) 897-1979 (cell) Education Administration Certification -Texas A&M Corpus Christi 2017 Assistant Principal Institute Leadership- Corpus Christi Independent School District 2017 AFT Professional Development Summer Educator Academy-Linthicum Heights, Md. 2014 Master of Science in Secondary Education — Texas A&M University Corpus Christi 2013 Bachelor of Science in Biology —University of Texas at San Antonio 2009 Licensure and Certification T -Tess Appraiser 2017 Professional Development Trainer Corpus Christi American Federation of Teachers 2014 Life Science 9 -12th Educator Certification 2010 Professional Employment Science Teacher- Corpus Christi Independent School District 2010 to present To teach Biology in a multicultural and varied ability -level student environment, plan learning objectives, develop engaging lessons plans, prepare learning materials and design assessments that supports current educational practices and methodologies. To prepare and utilize oral and visual presentations, demonstration, laboratory experiments, interactive smartboard teaching and discussion to achieve objectives. To facilitate a positive learning environment by encouraging student participation, providing differentiated instruction to meet individual needs, maintaining discipline and creating a positive and safe learning environment. Effectively managed communication with parents in regard to student performance through parent -teacher conferences, progress reports, emails and meetings. Intern Assistant Principal- W.B. Ray High School 2016 Completed 160 hours of internship with Texas A&M Corpus Christi University and Ray High School supervision. Assisted with various projects included Texan Showcase, Texas Public School Week, textbooks, school dances, office of facilities maintenance, smart board and smart tv inventory and communicated with the City of Corpus Christi to repaint the crosswalks on staples and Kostoryz for student safety. Botany Club Sponsor Initiated and implemented an interdisciplinary grant writing team with all stakeholders to create a safe, functional, environmentally appropriate greenhouse where partnership with students and the faculty of W.B Ray High school are actively involved in meeting grade appropriate TEKS in science, physical education, and culinary. Developed partnerships with South Texas Botanical Gardens and Nueces County Master Gardeners. Administrative Assistant- Corpus Christi Independent School District 2009-2010 Office of Fine Arts, Advanced Academics and Guidance & Counseling Provide administrative support including communication, software and project assistance. Manage calendars, schedule meetings, appointments along with entering necessary purchase requisitions. Maintain an accurate method of record keeping and researching and resolving customer inquiries and requests. Office of Special Programs, 21st Century Community Learning Centers Program Responsibility included assisting the 21st Century program specialist in the compilation and maintenance of reports, budget records, and payroll responsibilities. Adult Learning Center Assisted the principal in maintaining record. Initiated withdrawal and new student enrollment for GED program. Prepared letters, memoranda, and forms as needed by the administrators for court ordered and family literacy students. Data entry on a weekly basis into the Texas Educating Adults Management System (TEAMS) Administrative Appointments Data Analyst 2015 Review and analyze science test scores amongst the science department while working closing with administrators for various solutions towards reaching campus goals. Teaching Awards and Recognitions I -achieve Award for Nueces County Master Gardeners Teacher of the Year Nominee Finalist Ray High School Teacher Leader- Corpus Christi American of Federation of Teachers Professional Development Outdoor Learning: Utilizing Natural Spaces for Learning Ray High School Texas A&M Corpus Christi, Me by the Sea Conference Course Description 2017 2014 2013-2014 2017 2015 Dig in and explore ways natural spaces in and around the school can be used as an outdoor classroom. This workshop will cover some of the basic principles behind experiential learning and how to incorporate spaces using loose parts to enhance natural elements, how to inspire students and engage them in curriculum experience by the natural environment. Flip the Classroom: Reach Every Student in Every Class Every Day 2014 Course Description: A challenging curriculum means nothing without engaging instruction and learning environments that allow students to interact, inquire and create using content learned. This session introduces the components of the flipped classroom and the flipped mastery model and guides participants to design at least two tasks appropriate for the Flip Classroom mode. The "X" factor 2014 Course Description: Research on effective teaching and learning strategies has shown that the use of nonlinguistic representations, graphic organizers, note taking, and setting goals/objectives are effective strategies to use for learners. The use of multimedia or Web presentations can address many or all of these strategies. This module is a discussion and hands on learning module to help teachers create presentations for students, colleagues and professionals that add the "X" Factor to your content. (Classroom Instruction That Works, 2nd ed., Dean, Stone, Hubbell and Pitler) Presentations Student Perceptions towards Botany, Del Mar College 2014 The value of outdoor learning in a science classroom implementing hands on learning versus the traditional classroom. Grants Texas Floating Classroom 2019 Blanche Moore & Ed Rachal Foundation Invitation 2017 Ray High School Greenhouse Renovation Corpus Christi Education Foundation $2500 2011-2012 Growing with TEKS Learning Greenhouse Lowe's Tool Box for Education $4000 Ray High School Greenhouse 2012-2013 CITIZENS ADVISORY HEALTH BOARD *Two (2) vacancies with terms to 11-11-20 and 11-11-21, representing the City. Duties The Citizens Advisory Health Board studies and assists in health and human service operations, services and programs, and makes recommendations to the City and County through the Director of Health and Human Services. Composition Eleven (11) members, five (5) members appointed by the City Council for three-year terms, five (5) by the Nueces County Commissioner's Court for two- year terms; and one member appointed jointly by the City and the County. The board elects its own President and Vice -President. The City Manager and Nueces County Judge will meet to make a recommendation to both entities on the Joint appointment. Name District Term Start date End date Appointing Authority Position Status Category *Hannah M Scott District 4 1 11/17/2015 11/11/2020 City Council Exceeded the number of absences allowed by ordinance City *Jonathan L Garison District 5 1 2/12/2019 11/11/2021 City Council Declined the appointment City Tony Diaz 11 11/11/1978 6/30/2019 Nueces County Vice - President Active County Belinda Flores 3 8/20/2012 6/30/2019 Nueces County Active County Sandra Heatherley 4 6/16/2010 6/30/2019 Nueces County Active County Mrs Krista C Ramirez Rn Bsn District 4 Partial 2/12/2019 11/11/2019 City Council Active City Aislynn E. Campbell District 1 1 2/21/2017 11/11/2020 City Council and Nueces County Active Joint Raymond Martin Johnson District 1 1 9/20/2016 11/11/2020 City Council Active City Elizabeth Sefcik District 2 3 11/8/2011 11/11/2020 City Council President Active City CITIZENS ADVISORY HEALTH BOARD Applicants Name District Category Ryan Hanisch District 2 City Tosha James District 4 City Claudia Raybuck District 2 City CITY OF CORPUS CHRISTI Submit Date: Apr 05, 2019 Application for a City Board, Commission, Committee or Corporation Profile Ryan Hanisch Fesi Name '.._3ST Name 441111111111111111111111111111 Email Address 334 Southern Street Street Address Corpus Christi TX City State What district do you live in'? * 17 District 2 Current resident of the city? c Yes r No About 20 f'yes, how many years° Mobile: (361) 779-9664 Pr,mary Phone Mobile: (361) 779-9664 Alternate phone Radiology Imaging of South Texas MD EmoKtyer 100 fsee 3226 South Alameda Wore Address Street Address are "3sit Corpus Christi ';/srK. Address Texas Work Address State 78404 Athos E T:aii ;,dnireszs, Preferred Mailing Address Fir Home/Primary Address 78404 Postal Osde Ryan Hanisch Page 1 of 5 Which Boards would you like to apply for? CITIZENS ADVISORY HEALTH BOARD: Submitted Interests & Experiences Are you a registered voter? 6* Yes r -No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Radiologist Why are you interested in serving on a City board, commission or committee? Radiology, albeit essential for timely and accurate diagnosis, distances me from the very folks that I intend to serve. Images of their bodies cross my workstation for me to determine normal versus abnormal, but at the end of the day, I lack the real human -to -human connections that are integral to community. My view of society and my role within it continue to evolve, particularly with respect to injustices and inequalities within our institutions, including healthcare. My goals with respect to this board include, 1. listening, 2. learning about the impediments to a healthy local lifestyle, 3. empowering individuals and families to take control of their health, 4. gauging our community's thoughts on death and dying, and 4. exploring various other topics with variable links to health, such as the climate crisis, vaccinations, diet, car -centric city design, drug use, homelessness, criminal justice reform, immigrant rights, gun violence etc. Ucioac a Resume Are you an ex -Officio member of a City Board, commission or committee? r- Yes r: No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? o• Yes r No Demographics Code of Ethics - Rules of Conduct/Conflicts of Interest Ryan Hanisch Page 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? c Yes r• No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes r No Does your employer or your spouse's employer have a City contract? ✓ Yes c' No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? c Yes r•' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes c' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes cz No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. No Board -specific questions (if applicable) Ryan Hanisch Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. F7 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. p I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi. and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Ryan Hanisch Page 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. Pr I Agree Ryan Hanisch Page 5 of 5 Ryan Justin Hanisch WORK EXPERIENCE 01/2017- Present Radiology and Imaging of South Texas, Corpus Christi, TX Neuroradiology/General Radiology 02/2015- 12/2016 Radiology Specialists of the Northwest, Portland, OR Neuroradiology/General Radiology 08/2012- 12/2014 Radiology and Imaging of South Texas, Corpus Christi, TX Neuroradiology/General Radiology 07/2011- 06/2012 Oregon Health and Science University, Portland, OR Fellowship Neuroradiology 07/2010- 01/2011 General Radiology, Independent Contractor; Radiology and Imaging of South Texas, LLP; Corpus Christi, TX 07/2006 - 06/2010 Columbia Presbyterian, New York, NY Residency Department of Radiology 10/2005 - 06/2006 Baylor College of Medicine, Houston, TX Resident Scott Department of Urology 07/2005 - 09/2005 Tulane Medical Center, New Orleans, LA Resident Department of Urology 07/2004 - 06/2005 Tulane Medical Center, New Orleans, LA Surgical Internship EDUCATION 08/2000 - 05/2004 Texas Tech University School of Medicine, Lubbock, TX MD, 05/2004 08/1999 - 06/2000 Tulane University, New Orleans, Louisiana Pharmacology MS, 06/2000 08/1998 - 12/1998 Texas A&M University, Corpus Christi, Texas None 08/1994 - 05/1998 Vanderbilt University, Nashville, Tennessee Psychology BS, 05/1998 Summer 1997 Vanderbilt in Spain, Madrid, Spain Universidad de Complutense 06/2001 - 07/2001 Internal Medicine Preceptorship, McAllen, Texas OTHER CAQ Neuroradiology 2012 AOA CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: Jan 22, 2019 Profile Tosha First Name Email Address 3202 Azores Dr Street Address Corpus Christi City What district do you live in? * p District 4 Current resident of the city? r:Yes r'No 3 yes. how many years? James _ast Name Mobile: (806) 236-6.517 Business: (361) 761-3639 Pnmary Phone AUternate Phone Corpus Christi Medical Center Sr. IT Director Employer Jos T i e 7101 S. Padre Island Drive Woo< Address - ,Street Address and Suite Number Corpus Christi Work Address ;Thy TX W,r(,Address State 78412 Work .Address - Z.p Code 361-761-3639 tosha.james@hcahealthcare.com ';'Por. E ^'.atl caress TX 78418 State Postal Code Tosha James Page 1 of 5 Preferred Mailing Address Pr Home/Primary Address Which Boards would you like to apply for? CITIZENS ADVISORY HEALTH BOARD: Submitted COMMUNITY YOUTH DEVELOPMENT (78415) PROGRAM STEERING COMMITTEE: Submitted ETHICS COMMISSION: Submitted REGIONAL HEALTH AWARENESS BOARD: Submitted Interests & Experiences Are you a registered voter? Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Master of Arts in Management Currently serving as President of Tropic Isles HOA Board of Directors Currently Assistant Ethics and Compliance Officer for Corpus Christi Medical Center If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Regional Health Awareness Board Citizens Advisory Health Board Community Youth Development Program Steering Committee Why are you interested in serving on a City board, commission or committee? Recently moved to Corpus Christi and want to become more involved in and serve the community. Additionally, serving in this capacity will broaden my professional network. Previously in Amarillo, I served as a CASA volunteer and was involved in community outreach through the United Way. '.�cioac a Rvsrne Are you an ex -Officio member of a City Board, commission or committee? c- Yes c- No Demographics Gender p Female Tosha James Page 2 of 5 Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? cYes 6'No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes 6* No Does your employer or your spouse's employer have a City contract? ✓ Yes a No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes 6* No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes 6* No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes (' No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. NA Board -specific questions (if applicable) Tosha James Page 3 of 5 QuestIon applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? cr Yes r No Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 17 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. P, I Agree Tosha James Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. 1 hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. IP I Agree Tosha James Page 5 of 5 Tosha James Core Competencies • Attain and leverage strategic relationships • Communicate with impact • Drive execution and financial results • Effective decision making Professional Experience • Lead and develop others • Service quality and excellence • Honor organization mission and values • Achieve success through effective leadership Senior IT&S Director /Asst. Ethics and Compliance Officer HCA Healthcare - Corpus Christi Medical Center Corpus Christi, TX Responsible for IT Operations and resource management for multiple acute care IP facilities, freestanding emergency departments, IP psychiatric facility, cancer center, and ambulatory clinics comprising 631 total IP beds. Conduct ethics and compliance investigations and audits; manage Facility Ethics and Compliance Committee; and ensure facility compliance with all policies and regulations. Serve as Facility Information Security Officer ensuring mitigation of system risks. Develop plans for facility technical environment in cooperation with Division technical leaders. Manage biomedical operations and staff. Develop and manage capital and operating budgets aligned with enterprise budget directives. Responsible for development and implementation of policies and procedures within a corporate framework. Facilitate contract negotiations with vendors. Serve as Project Manager on facility IT projects. Work with Executive Leadership on strategic planning for facility growth. Promote and coordinate management of compliance issues and projects. Serve as chair for Employee Action Committee, Team Leader in ICS process and facility disaster preparation, and General Support Process Improvement Team Leader. Understand future changes / trends in the Healthcare & Technology industries and how they relate to the organization. 2015 - Present President T fames Management Services, LLC 2014-2018 Management Consultant Company served as Clinic Administrator for medical and surgical clinics and General Contractor for residential home construction. Managed daily to day and financial operations, strategic planning, permitting, and regulatory compliance. Conducted internal audits and developed action plans. Responsible for implementation and maintenance of technological infrastructure. Developed policies and procedures for multiple clinics, managed HR functions, and served as Project Manager for construction and IT projects. Facilitated marketing and social media for clinics. Responsible for implementation, maintenance, and training for multiple EHR Systems. IT Application Manager BSA Health Systems (Siemens Managed Care) /Amarillo, TX 2012-2014 Transitioned from Siemens to BSA due to buyout. Provided leadership to IT staff and managed end user support of hospital systems. Responsible for development and implementation of application enhancement 3202 Azores Dr, Corpus Christi, TX 78418 .806-236-6517. Tosha James strategy. Managed regimented application maintenance schedule to ensure healthy operating systems. Ensured compliance with Ardent/BSA policies, procedures and standards. Facilitate vendor contracting and negotiations. Develop departmental capital and operational budgets. Responsible for resource management to appropriate staffing levels and ensure optimal productivity. Successful completion of enterprise defined directives within facility while mitigating risks between business units & application team. Served as Project Manager on multiple projects ensuring successful implementation. Administrator Texas Tech University Health Science Center - Correctional Managed Healthcare / Amarillo, TX 2005-2012 Responsible for daily healthcare operations in a correctional setting. Management of 300+ medical, dental, psychiatric and ancillary professionals. Ensured implementation of Texas Department of Criminal Justice (TDCJ) and Texas Tech University Health Service policies within TDCJ William P. Clements, Jr. Unit. Established systems for the coordination of care among multi -disciplinary healthcare providers and provide quality and accessibility of all healthcare services provided to IDCJ inmates. Facilitated implementation of EMR system. Conducted investigations of ethic and compliance complaints. Daily engagement in unusually difficult or involved work requiring substantial and frequent use of judgment and independent decision- making. Maximized operating efficiencies through sound management practices and utilization review procedures. Ensured operational objective in accordance with facility needs for multiple service lines. Prepared surveys and conducted routine audits to ensure compliance with all regulatory agencies and policies. Obtained national accreditation. Responsible for all facets of financial management, project management, IT management, public health outreach, contract development, regulatory compliance, risk management, and quality control. HR facilitation inclusive of payroll, benefits, resource staffing, discipline, training, and professional recruiting. Education Master of Arts in Management Bachelor of Science in HR Management Training/Associations • American College of Healthcare Executives (pursuing FACHE) - Current Member • Disaster Preparedness for Hospitals and Healthcare Organizations - FEMA Training Volunteer/Community Involvement Wayland Baptist University Wayland Baptist University • 2018 President, Board of Directors - Tropic Isle Homeowners Association • CASA (Court Appointed Special Advocate) volunteer • United Way of Amarillo & Canyon - Team Leader Tosha James CITY OF CORPUS CHRISTI Application for a City Board, Commission, Committee or Corporation Submit Date: May 07, 2019 Profile Claudia 'First Name Email Address 518 Cunningham Street Address Corpus Christi Cay What district do you live in? * p7 District 2 Raybuck _,asl `lame Current resident of the city? c: Yes r No 6 yes, now many years: Mobile: (210) 489-0269 Mobile: (512) 914-0143 P^mary Phone Alternate '',tone Self-employed Missionary Emoloyer lop Tifle 518 Cunningham `Nar< Address Street address aro ;kite N der Corpus Christi Tx Nets across S, 78411 '.'lnr� Address zc E•.maii address 1de Preferred Mailing Address Pr Home/Primary Address TX 78411 State Postai Dade Claudia Raybuck Page 1 of 5 Which Boards would you like to apply for? CITIZENS ADVISORY HEALTH BOARD: Submitted Interests & Experiences Are you a registered voter? rz Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) I was a school teacher with Agua Dulce ISD for 3 years. I have a degree in Applied Science with a bachlores in Interdisciplinary Studies. My husband and I are now missionaries with Commission To Every Nation. I am a member and leader with Mosaic Bible Fellowship. I am a member of Corpus Christi City Moms Blog a community for local moms. Why are you interested in serving on a City board, commission or committee? I am interested in serving on the Citizens Advisory Health Board because I feel I have much to offer in terms of innovative ideas and creative problem solving skills. I also feel like our local government should have the involvement of local citizens and would like to share the perspective of local families and be a voice for the community. I want to add to the diversity and representation of the board especially at a time when it has so many vacancies and is in need of members. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes rz No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? ✓ Yes r No Demographics Gender Fir Female Code of Ethics - Rules of Conduct/Conflicts of Interest Claudia Raybuck Page 2 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes 6- No Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes 6' No Does your employer or your spouse's employer have a City contract? ✓ Yes 6. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes 6' No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes 6' No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes r• No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Claudia Raybuck Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. F7 I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. Pr I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. Fl I Agree Claudia Raybuck Page 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. p I Agree Claudia Raybuck Page 5 of 5 CORPUS CHRISTI CONVENTION & VISITORS BUREAU *One (1) vacancy, representing the Port of Corpus Christi Ex -Officio Advisory, Non-voting member. (Corpus Christi Convention & Visitor Bureau recommends the new appointment of Lisa Hinojosa.) Duties The Corpus Christi Convention & Visitors Bureau solicits various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year-round; to promote the City as a year-round destination; to design and implement an advertising campaign with state, national and international coverage to feature the Corpus Christi area as an attractive region in which to vacation or have conventions or group meetings; to provide support services to conventions in Corpus Christi; to operate visitor information centers; to provide information and advice to businesses interested in tourism and convention -related business in the Corpus Christi area; and to advise the City on projected growth of tourism and convention -related businesses to assist City planning efforts. Composition Thirteen (13) members selected directly by the City Council. The members shall be representatives of the following groups: 3 - hotel industry; 3 - attraction industry; 2 - restaurant industry; and 5 - community at -large. The Mayor and City Manager, or their designees, shall serve as ex -officio non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Regional Transportation Authority, a representative from the C.C. International Airport and a State Legislative Affairs representative to serve as ex -officio advisory non-voting members. Appointments will be for two-year staggered terms. No person may serve as a voting member for a period longer than six years consecutively, unless such service is required by virtue of the person's position or title or to complete an unexpired term. The CCCVB may make recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but it is not restricted to select members submitted by the CCCVB or any other group. Name District Term Start date End date Appointing Authority Position Status Category *Patricia Cardenas District 5 N/A N/A N/A Ex -Officio, Non-voting No longer employed with the Port Port of C.C. Authority Melody Nixon -Bice District 5 2 10 -Feb -15 1 -Oct -19 City Council Vice -Chair Active Hotel Industry Raju G Bhagat District 1 Partial 12 -Dec -17 1 -Oct -19 City Council Active Hotel Industry Lynn Frazier District 1 1 10 -Oct -17 1 -Oct -19 City Council Active At -Large Kendra L Kinnison District 4 1 10 -Oct -17 1 -Oct -19 City Council Active Hotel Industry Johnny Philipello District 4 1 10 -Jan -17 1 -Oct -19 City Council Active Attraction Industry Fred F Soward III District 4 1 9 -May -17 1 -Oct -19 City Council Active Restaurant Industry Terri Adams Other / Non - Resident 1 30 -Sep -14 1 -Oct -20 City Council Active Attraction Industry Sam Canavati District 5 1 11 -Sep -18 1 -Oct -20 City Council Active At -Large Name District Term Start date End date Appointing Authority Position Status Category Ed Cantu District 5 2 9 -Feb -16 1 -Oct -20 City Council Active At -Large Christina A Cisneros District 5 1 19 -Jun -18 1 -Oct -20 City Council Active At -Large Jason Rodriguez District 4 3 30 -Sep -14 1 -Oct -20 City Council Active Restaurant Industry Tom Schmid District 4 1 18 -Sep -18 1 -Oct -20 City Council Active Attraction Industry Daniel R Suckley District 4 1 11 -Sep -18 1 -Oct -20 City Council Active At -Large Jorge Cruz-Aedo N/A N/A N/A Ex -Officio, Non-voting Active Regional Transportation Authority Paulette Guajardo 1 N/A N/A Ex -Officio, Non-voting Active Mayor Joe McComb's Rep. Fred Segundo N/A N/A N/A Ex -Officio, Non-voting Active C.C. International Airport Keith Selman N/A N/A N/A Ex -Officio, Non-voting Active City Manager State Legislature Representative N/A N/A N/A Ex -Officio, Non-voting Active State Legislature Representative CORPUS CHRISTI CONVENTION & VISITORS BUREAU Applicants Name District Category 'Lisa Hinojosa District 4 'Port of Corpus Christi Authority CITY OF CORPUS CHRISTI Submit Date: Jun 13, 2019 Application for a City Board, Commission, Committee or Corporation Profile Lisa Hinojosa First Name Last Name Ihinojosa@pocca.com Email Address 15517 Escapade St. Street Address Corpus Christi City What district do you live in? * F7 District 4 Current resident of the city? 6. Yes r No 12 '.i yes, how many /ears, Home: (361) 249-4051 Primary Phone Home: (512) 589-2763 Alternate Phone Port of Corpus Christi Communications Manager Emoioyer .yob T!?'le 222 Power St. Work Address Street,Address an. Corpus Christi 'York. Address C=ty 78401 `»or. Address Z s Oto Ihinojosa@pocca.com E m m. :address Preferred Mailing Address F7 Work Address Which Boards would you like to apply for? CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted Lisa Hinojosa TX 78418 State Postal Code Page 1 of 5 Interests & Experiences Are you a registered voter? • Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Masters Degree in Journalism, University of Texas at Austin Bachelors Degree in Honors English and Government, University of Texas at Austin Scripps Academy of Hispanic Journalism If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Corpus Christi Convention & Visitors Bureau Board Why are you interested in serving on a City board, commission or committee? I consider it my responsibility as a resident and voter to support organizations focused on generating economic activity as well as elevating quality of life for our community. Are you an ex -Officio member of a City Board, commission or committee? ✓ Yes u' No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r: Yes r No Demographics Gender p' Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? ✓ Yes r• No Lisa Hinojosa Page 2 of 5 Do you, your spouse, your business or your spouse's business have a City contract? ✓ Yes No Does your employer or your spouse's employer have a City contract? r Yes No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ✓ Yes (7 No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? ✓ Yes (7 No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? ✓ Yes 6* No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board -specific questions (if applicable) Duest=on applies to CORPUS CHRISTI CONVENTION & VISITORS BUREAU The Convention & Visitors Bureau Board must include representatives from certain categories. Do you qualify for any of the following categories? * FJ Port of Corpus Christi Authority Lisa Hinojosa Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Pr I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 17 I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. p I Agree Lisa Hinojosa Page 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. FT I Agree Lisa Hinojosa Page 5 of 5 DATE:May 10, 2019 TO:Peter Zanoni, City Manager FROM:Annette Rodriguez, MPH., Director of Public Health Annetter@cctexas.com 361.826.7205 CAPTION: Ordinance authorizing the acceptance and appropriation of a grant contractfor the Texas Epidemiology Capacity Expansion Grant in the amount of $204,855.00, from the Texas Department of State Health Services in the Health Grants Fund, to perform surveillance and epidemiology activities for infectious diseases September 1, 2019 through August 31, 2021. PURPOSE: To perform surveillance and epidemiology activities for all notifiable conditions as required by the Texas Department of State Health Services (DSHS); hire and assign an Epidemiologist funded by this contract to be responsible for all notifiable conditions and assigning certain conditions for infectious disease preparedness and outbreak response activities and investigations; provide surge capacity to surrounding jurisdictions in the event of a major statewide outbreak of disease or disaster. BACKGROUND AND FINDINGS: An Epidemiologist is needed to achieve the Health District mission of preventing and investigating communicable diseases, this grant allows us to perform surveillance and epidemiology activities for all notifiable conditions as required by the Texas Department of State Health Services; hire and assign an Epidemiologist funded by this contract to be responsible for all notifiable conditions and assigning certain conditions for infectious disease preparedness and outbreak response activities and investigations; and provide surge capacity to surrounding jurisdictions in the event of a major statewide outbreak of disease or disaster; ALTERNATIVES: Refuse the grant and not provide epidemiological activities in the community. Acceptance of the Texas Epidemiology Capacity Expansion Grant in the amount of $204,855.00, and appropriation of the funds for the contract period September 1, 2019 through August 31, 2021. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 11, 2019 Second Reading Ordinance for the City Council Meeting June 18, 2019 OTHER CONSIDERATIONS: None 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. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue □ Capital □Not applicable Fiscal Year: 2019-2021 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $204,855 $204,855 BALANCE $204,855 $204,855 COMMENTS: No fiscal impact to general fund. The grant does not require a cash or in-kind match by the City. Funding Detail: Fund:1066 Health Grants paid by Department of State Health Services Organization/Activity: 830973S Mission Element:103 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000436300009 Ordinance Ordinance authorizing the acceptance and appropriation of a grant contract for the Texas Epidemiology Capacity Expansion Grant in theamount of $204,855.00, from the Texas Department of State Health Services in the Health Grants Fund, to perform surveillance and epidemiology activities for infectious diseases September 1, 2019 through August 31, 2021. 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 $204,855.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2019, through August 31, 2021, to perform surveillance and epidemiology activities for infectious diseases. 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 ___________, 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2019. ATTEST: _________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor System Agency Contract No. HHS000436300009 Page 1 of 49 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT NO. HHS000436300009 UNDER THE TEXAS EPIDEMIOLOGY CAPACITY EXPANSION GRANT PROGRAM I. PURPOSE The Department of State Health Services (System Agency), 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 infectious disease surveillance and epidemiology activities (the Contract). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Chapters 12 and 121 of the Texas Health and Safety Code. III. DURATION The Contract is effective on September 1, 2019 and terminates on August 31, 2021 (Contract Period), unless renewed, extended, 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. IV. BUDGET The total amount of this Contract will not exceed the TWO HUNDRED FOUR THOUSAND EIGHT HUNDRED FIFTY-FIVE DOLLARS ($204,855.00). Grantee is allocated ONE HUNDRED TWO THOUSAND FOUR HUNDRED TWENTY-EIGHT DOLLARS ($102,428.00) from September 1, 2019 to August 31, 2020 (FY 2020) and ONE HUNDRED TWO THOUSAND FOUR HUNDRED TWENTY- SEVEN DOLLARS ($102,427.00) from September 1, 2020 to August 31, 2021 (FY 2021). Expenditures may not exceed the above allocated amounts within the specified timeframes. All expenditures under the Contract will be in accordance with ATTACHMENT B - BUDGET. V. NOTICE TO PROCEED Funding for this Contract is dependent on final legislative appropriations. No FY 2020 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed (NTP) to Grantee. This NTP may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of the System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the Contract Period as defined herein and by 2 CFR §200.309. DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 2 of 49 VI. SERVICES, PERFORMANCE MEASURES AND REPORTING REQUIREMENTS Grantee understands and agrees that upon the Effective Date, Grantee will be responsible for performing all services proposed in the Statement of Work, attached hereto as ATTACHMENT A - STATEMENT OF WORK in accordance will all federal and state laws applicable to this Contract. Further, Grantee shall be subject to the performance measures and reporting requirements as stated in ATTACHMENT A - STATEMENT OF WORK. VII. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency The Department of State Health Services Attention: Caeli Paradise 1100 West 49th Street, MC 1990 Austin, TX 78756-4204 (512) 776-3767 Caeli.paradise@dshs.texas.gov Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Dante Gonzalez 1201 Leopard Street Corpus Christi, TX 78401 (361) 826-7323 danteg@cctexas.com VIII. 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 The Department of State Health Services Attention: General Counsel 1100 West 49th Street, MC 1911 Austin, TX 78756-4204 Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Annette Rodriguez 1201 Leopard Street Corpus Christi, TX 78401 DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 3 of 49 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. SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 4 of 49 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. HHS000436300009 SYSTEM AGENCY GRANTEE DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) ________________________________ ________________________________ Name Name Title Title Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. HHS000436300009 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - STATEMENT OF WORK ATTACHMENT B - BUDGET ATTACHMENT C - UNIFORM TERMS AND CONDITIONS (VERSION 2.15 - GRANTEE) ATTACHMENT D - DSHS - SUPPLEMENTAL AND SPECIAL CONDITIONS - GRANTEE ATTACHMENT E - DATA USE AGREEMENT ATTACHMENTS FOLLOW DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 Annette Rodriguez Health Director System Agency Contract No. HHS000436300009 Page 5 of 49 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Perform surveillance and epidemiology activities for all notifiable conditions with an emphasis on conditions reported through the National Electronic Disease Surveillance System (NEDSS). Activities must be performed whether the Grantee uses NEDSS for disease reporting or not. Information on the NEDSS notifiable conditions can accessed at https://txnedss.dshs.state.tx.us:8009/PHINDox/UserResources, file name “Program Areas in NBS Reportable Disease 2016.xlsx; B. Use NEDSS as the primary surveillance system. An alternative primary surveillance system may be used with prior from DSHS Emerging and Acute Infectious Disease Branch (“Branch”). Approval is contingent on a negotiated implementation plan to ensure electronic data is imported into NEDSS; C. Ensure that required data elements of notifiable conditions from the Grantee’s primary surveillance system can be seamlessly imported electronically into NEDSS by May 1 st, 2020. Alternatively, data may be manually entered by Grantee staff according to the Branch guidance documents; D. Adhere to the Branch updated guidance when conducting surveillance and epidemiology activities including, but not limited to: 1. The Emerging and Acute Infectious Disease Guidelines http://www.dshs.texas.gov/IDCU/investigation/Investigation-Guidance.doc; 2. NEDSS Data Entry Guide- https://txnedss.dshs.state.tx.us:8009/PHINDox/UserResources/; and 3. Epi-Case Criteria Guide- https://www.dshs.texas.gov/IDCU/investigation/Guidance-Manuals/ E. Conduct timely monitoring and management of incoming infectious disease laboratory reports. Ensure all laboratory reports are entered into NEDSS, if received on paper or verbally from providers; F. Maintain knowledge of all health care facilities, providers and laboratories in the Grantee’s jurisdiction that are processing infectious disease laboratory reports not received through NEDSS. Provide technical assistance to these facilities, providers and laboratories to ensure there is an established method for receiving and processing laboratory reports in a timely manner; G. Ensure the Epidemiologist(s): 1. Conducts case and outbreak investigations on all notifiable conditions reported through NEDSS; DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 6 of 49 2. Provides technical assistance and guidance to other Grantee staff (e.g. communicable disease nurses) who are conducting case and outbreak investigations, responding to disease reports, implementing measures to prevent further spread of disease, or coordinating prophylactic measures where appropriate; and 3. Assesses the quality of surveillance data, perform analyses on surveillance data, and prepare situational updates on outbreaks. H. Attempt to complete one-hundred percent (100%) of questionnaires requested by the Branch. Complete and submit at least seventy-five percent (75%) of questionnaires related to all pertinent case and outbreak investigations within five (5) business days after the date requested by the Branch. Completed questionnaires include those in which the patient is contacted but refuses some or the entire questionnaire. Questionnaires for which no contact is made with the patient do not constitute a completed interview; This applies to the notifiable conditions, including, but not limited to, in this table. Listeriosis Salmonellosis Clusters Shiga toxin-producing Escherichia coli (STEC) Clusters I. Submit completed questionnaires related to notifiable conditions and outbreak investigations to DSHS through a secure electronic method to the designated Branch epidemiologist or to fax number (512) 776-7616 no later than one (1) business day after completion of interview; This applies to the notifiable conditions, including, but not limited to, in this table. Cholera Influenza A novel/variant Listeriosis Novel coronavirus Salmonellosis Clusters Shiga toxin-producing Escherichia coli (STEC) Clusters Vibrio parahaemolyticus Vibrio vulnificus infection Vibriosis other or unspecified J. Attempt to complete questionnaires related to outbreaks and notifiable conditions by making a documented effort to contact the patient at least three (3) times during normal business hours. If these attempts fail, Grantee must make an effort to contact the patient at least once after normal business hours. Questionnaires where efforts to contact the patient were unsuccessful are considered lost to follow-up and are not considered a completed questionnaire. This applies to the notifiable condition, not limited to, Salmonellosis Clusters; K. Investigate and document, through NEDSS, at least seventy-five percent (75%) of risk behavior and exposure information on select case investigations. This applies to the notifiable condition, not limited to, Hepatitis B, acute; DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 7 of 49 L. Monitor the submission of required isolates for notifiable conditions reported through NEDSS. Ensure at least ninety percent (90%) of these isolates or those related to outbreak investigations are submitted for confirmatory and/or molecular testing to the DSHS Laboratory in Austin, Texas or to another public health laboratory as designated by DSHS and previously approved by the Branch; This applies to the notifiable conditions, including but not limited to, in this table. Botulism foodborne Botulism, infant Botulism other/unspecified Botulism wound Cholera Haemophilus influenzae (under 5 years old) Listeriosis Meningococcal disease (Neisseria meningitidis) Shiga toxin-producing Escherichia coli (STEC) Vibrio parahaemolyticus Vibrio vulnificus infection Vibriosis other or unspecified M. Investigate and document at least ninety percent (90%) of confirmed and probable notifiable conditions correctly and completely within thirty (30) days of initial report; This applies to the notifiable conditions, including but not limited to, in this table. Botulism foodborne Botulism, infant Botulism other/unspecified Botulism wound Campylobacteriosis Carbapenem-resistant Enterobacteriaceae (CRE) Cryptosporidiosis Cholera Hemolytic uremic syndrome postdiarrheal Hepatitis C acute Hepatitis E acute Influenza A novel/variant Influenza-associated pediatric mortality Listeriosis Multi-drug Resistant Acinetobacter (MDR-A) Salmonellosis Shiga toxin-producing Escherichia coli (STEC) Streptococcus invasive Group A Streptococcus invasive Group B Typhoid fever (Salmonella Typhi) Vancomycin-intermediate Staphylococcus aureus (VISA) Vancomycin-resistant Staphylococcus aureus coagulase-positive (VRSA) Vibrio parahaemolyticus Vibrio vulnificus infection Vibriosis other or unspecified Yersiniosis N. Submit responses to quarterly reports sent by the Branch that contain results for performance measures H through M during quarterly time periods of the contract. Submit via electronic mail to EAIDBcontracts@dshs.texas.gov within 20 business days from the date sent out by the Branch; DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 8 of 49 O. Follow corrective action plan issued by the Branch for any performance measure needing improvement; P. Maintain open communication with other local health departments, regional health departments, and/or the Branch as necessary to ensure investigations are conducted efficiently and expeditiously; Q. Notify public health jurisdiction(s) of known cases or potential cases that do not reside in grantees jurisdiction (e.g. exposed contacts to a case who reside in another jurisdiction) with in one (1) business day; R. Ensure the respective regional health department and the Branch are informed of certain suspected cases and outbreaks. Also keep the regional health department and the Branch up-to-date on significant developments for the duration of those investigations; S. Educate, inform, and train the medical community and local providers on the importance of reporting notifiable conditions within Contractors jurisdiction. Ensure that providers collecting and shipping specimens for testing by the DSHS Laboratory adhere to collecting and shipping guidance in the Emerging and Acute Infectious Disease Guidelines; T. Present local training on epidemiology and surveillance related rules and regulations as requested. Conduct local level data analysis and utilize recent data findings to target and share recommendations/best practices for preventing disease spread; U. Participate in outbreak/cluster-related conference calls and responses relevant to the Grantee’s jurisdiction as directed by DSHS; V. Participate in quarterly conference calls, scheduled by the Branch, to provide updates, progress reports, and other necessary communications; W. Work with DSHS during any technical reviews and quality assurance visits conducted by DSHS; X. Ensure that preparedness activities include infectious disease epidemiology and surveillance. These activities may include: planning and conducting preparedness exercises, providing technical assistance for community health assessments, developing community health improvement plans, and participating in Community Assessment for Public Health Emergency Response (CASPER). For more information on CASPER can be found at the following link. https://www.cdc.gov/nceh/hsb/disaster/casper/default.htm); Y. Provide epidemiology surge capacity to surrounding jurisdictions in the event of a major statewide or regional outbreak or disaster; as directed by DSHS; DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 9 of 49 Z. Retain an Epidemiologist(s) dedicated to conducting infectious disease surveillance and epidemiology activities. The Epidemiologist(s) must have, preferable, a Master of Public Health (MPH) or equivalent degree or at least two years working experience as an Epidemiologist performing infectious disease epidemiology and surveillance activities; AA. Ensure newly hired Epidemiologist(s) are offered a salary up to (but not to exceed) the midpoint State salary range equivalent to an Epidemiologist I (B19). See compensation schedule at: http://www.hr.sao.texas.gov/CompensationSystem/ScheduleAB?scheduleType=2018B; BB. Require its staff to attend training, conferences, and meetings, as directed by the Branch. Epidemiologist(s) funded by this contract will be required to attend the workshop and training listed below. Should additional funding become available, other DSHS sponsored training, workshops, and conferences may be attended with prior Branch approval. 1. The annual Epidemiology and Laboratory Capacity (ELC) Workshop conducted by the Branch or another Branch-approved substitute training; and 2. The DSHS NEDSS training in Austin with certification completion within thirty (30) days of hire (if not already a certified NEDSS user). CC. Obtain prior approval from the Branch of any redirection of duties for Epidemiologist(s) funded by this contract; DD. Notify the Branch within forty-eight (48) hours of any personnel actions, including the details and outcome of such actions, involving any staff funded by this contract. A written report will be submitted within seventy-two (72) hours. Personnel actions include issues that develop regarding violations of the project, state, and/or Federal policies, procedures, requirements, and laws; EE. Ensure staff funded by this contract are compliant with the following Texas rules and statue related to infectious disease data confidentiality and security: 1. Texas Administrative Code (TAC), Title 25 Health Services, Section 97.10- https://texreg.sos.state.tx.us/public/readtac$ext.TacPage?sl=R&app=9&p_dir=&p _rloc=&p_tloc=&p_ploc=&pg=1&p_tac=&ti=25&pt=1&ch=97&rl=10; and 2. Texas Health and Safety Code 81.046- https://statutes.capitol.texas.gov/Docs/HS/pdf/HS.81.pdf . FF. Ensure newly hired staff funded by this contract successfully complete local confidentiality and security training 30 days from hire and continue to receive refreshed training as appropriate thereafter; GG. Implement a monitoring system to detect breaches in confidential data and security of protected health information; DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 10 of 49 HH. Notify the Branch to facilitate confidential information exchange with jurisdictions located outside of Texas. Contact with another state to discuss confidential disease investigation can only be made with prior approval from the Branch; II. Submit a monthly report that lists all reported clusters and outbreaks along with information on investigation findings on the tracking sheet provided by the Branch. Monthly reports are due on the 15th calendar day of each month. Each report must cover activities that occurred during the preceding month. Submit monthly reports by electronic mail to EAIDBcontracts@dshs.texas.gov. All reports should be clearly identified with the Grantees Name, Contract Number, IDCU/SUR, and the month the report covers; JJ. Provide a written report, when requested by the Branch, detailing at least 3 success stories relating to disease investigations and/or epidemiological work conducted by staff funded by this contract; KK. Complete the Vacancy Report whenever an Epidemiologist position funded by this Contract has become vacant and again when the vacancy has been filled. Within 5 business days of the vacancy, the Vacancy Report must be submitted by email to EAIDBcontracts@dshs.texas.gov. Vacant positions existing for more than sixty (60) days may result in a decrease in funds; and LL. Complete the DSHS programmatic budget update form quarterly. Within 5 days of the end of the quarter, the form must be submitted by email to EAIDBcontracts@dshs.texas.gov; MM. Grantee shall initiate the purchase of all Equipment approved in writing by the DSHS in the first quarter of the Contract term, as applicable. Failure to timely initiate the purchase of Equipment may result in the loss of availability of funds for the purchase of Equipment. Requests to purchase previously approved Equipment after the first quarter in the Contract must be submitted to the assigned DSHS contract manager; NN. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: 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. Controlled Assets are considered Supplies. OO. Grantee shall maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on DSHS Contractor’s Property Inventory Report at http://www.dshs.texas.gov/contracts/forms.shtm to the assigned DSHS contract manager by e-mail not later than October 15 of each year; and PP. DSHS funds must not be used to purchase buildings or real property without prior written approval from the DSHS. Any costs related to the initial acquisition of the buildings or DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 11 of 49 real property are not allowable without written pre-approval. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee’s performance of the requirements in ATTACHMENT A and compliance with the Contract’s terms and conditions. III. INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 FAX: (512) 776-7442 EMAIL: invoices@dshs.state.tx.us Email: EAIDBcontracts@dshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with ATTACHMENT B, BUDGET of this Contract. Travel costs must not exceed General Services Administration (GSA) rates located at https://www.gsa.gov/travel/plan- book/per-diem-rates unless the Grantee has an established travel policy that has been reviewed and approved by DSHS. C. Grantee will submit a final Financial Status Report, B-13, and B-13A for the service period of September 1, 2019, through August 31, 2020, must be submitted by October 15, 2020. Any B-13s submitted after this date may not be reimbursed. DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 12 of 49 ATTACHMENT B BUDGET Corpus Christi-Nueces County (City) Contract No. HHS000436300009 Categorical Budget September 1, 2019 to August 31, 2020 September 1, 2020 to August 31, 2021 Total Contract Amount Personnel $77,724.00 $77,724.00 $155,448.00 Fringe Benefits $19,431.00 $19,431.00 $38,862.00 Travel $2,720.00 $2,720.00 $5,440.00 Equipment $0.00 $0.00 $0.00 Supplies $1,153.00 $1,152.00 $2,305.00 Contractual $0.00 $0.00 $0.00 Other $1,400.00 $1,400.00 $2,800.00 Total Direct Charges $102,428.00 $102,427.00 $204,855.00 Indirect Charges $0.00 $0.00 $0.00 Total $102,428.00 $102,427.00 $204,855.00 DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 System Agency Contract No. HHS000436300009 Page 13 of 49 ATTACHMENT C UNIFORM TERMS AND CONDITIONS (VERSION 2.15 - GRANTEE) DocuSign Envelope ID: 0ADD7F92-EB99-45BE-B3FE-43BBC9593333 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 10 5.01 General Affirmations 10 5.02 Federal Assurances 10 5.03 Federal Certifications 10 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VH RECORDS, AUDIT, AND DISCLOSURE 11 7.01 Books and Records 11 7.02 Access to records, books, and documents 11 v. 9.1.17 Grantee Uniform Terms and Conditions Page 2 of 19 System Agency Contract No. HHS000436300009 Page 14 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 7.03 Response/compliance with audit or inspection findings 12 7.04 SAO Audit 12 7.05 Confidentiality 12 7.06 Public Information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12 8.01 Contract Management 12 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 13 ARTICLE IX MISCELLANEOUS PROVISIONS 13 9.01 Amendment 13 9.02 Insurance 13 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 14 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 15 9.09 Governing Law and Venue 16 9.11 Survivability 16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 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 17 9.20 Employment Verification 17 9.21 Civil Rights 17 v. 9.1.17 Grantee Uniform Terms and Conditions Page 3 of 19 System Agency Contract No. HHS000436300009 Page 15 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Defmitions 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 the work product(s) required to be submitted to the System Agency including all reports and project documentation. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "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. May also be referred to as "Contractor" in certain attachments. "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 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/. v. 9.1.17 Grantee Uniform Terms and Conditions Page 4 of 19 System Agency Contract No. HHS000436300009 Page 16 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 "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 or "RFA"" 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" or "Application" 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 Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "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: HHSC and the Department of State Health Services. "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 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 5 of 19 System Agency Contract No. HHS000436300009 Page 17 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 the end of the term of the Contract. Reimbursement or payment requests received in the System v. 9.1.17 Grantee Uniform Terms and Conditions Page 6 of 19 System Agency Contract No. HHS000436300009 Page 18 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. v. 9.1.17 Grantee Uniform Terms and Conditions Page 7 of 19 System Agency Contract No. HHS000436300009 Page 19 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. v. 9.1.17 Grantee Uniform Terms and Conditions Page 8 of 19 System Agency Contract No. HHS000436300009 Page 20 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 teen 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 9 of 19 System Agency Contract No. HHS000436300009 Page 21 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 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. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. 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. HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination Form within thirty (30) calendar days after notification by HHSC Single Audit Services to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit must competitively re - procure single audit services once every six years. 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 Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program -Specific Audit to the System Agency as directed in this Contract and another copy to: single audit report@hhsc.state.tx.us 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. v. 9.1.17 Grantee Uniform Terms and Conditions Page 10 of 19 System Agency Contract No. HHS000436300009 Page 22 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 11 of 19 System Agency Contract No. HHS000436300009 Page 23 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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; v. 9.1.17 Grantee Uniform Terms and Conditions Page 12 of 19 System Agency Contract No. HHS000436300009 Page 24 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 13 of 19 System Agency Contract No. HHS000436300009 Page 25 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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. GRANTEES 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 Grantee Uniform Terms and Conditions Page 14 of 19 v. 9.1.17 System Agency Contract No. HHS000436300009 Page 26 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 15 of 19 System Agency Contract No. HHS000436300009 Page 27 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 16 of 19 System Agency Contract No. HHS000436300009 Page 28 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 17 of 19 System Agency Contract No. HHS000436300009 Page 29 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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://hhscx.hhsc.texas.gov/system-support- servicesfcivil-rights/publications 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 v. 9.1.17 Grantee Uniform Terms and Conditions Page 18 of 19 System Agency Contract No. HHS000436300009 Page 30 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. v. 9.1.17 Grantee Uniform Terms and Conditions Page 19 of 19 System Agency Contract No. HHS000436300009 Page 31 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform Terms and Conditions. SPECIAL CONDITIONS SECTION 10.01 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 10.02 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. SECTION 10.03 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 10.04 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 10.05 DISASTER SERVICES In the event of a local, state, or federal emergency, including natural, man- made, criminal, System Agency Contract No. HHS000436300009 Page 32 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. SECTION 10.06 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 avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. SECTION 10.07 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. 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. System Agency Contract No. HHS000436300009 Page 33 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. SECTION 10.08 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: a. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c. Applying to all employees and visitors in this designated area; and d. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. System Agency Contract No. HHS000436300009 Page 34 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 ATTACHMENT E DATA USE AGREEMENT HHS DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. 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 CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the 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 Govemment 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 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 1 of 15 System Agency Contract No. HHS000436300009 Page 35 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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) Ch. 521; Sensitive Personal Information defined by Texas Business and Commerce Code (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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 2 of 15 System Agency Contract No. HHS000436300009 Page 36 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 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)(i)(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)(i); 164.504(e)(1)O and (2). (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 3 of 15 System Agency Contract No. HHS000436300009 Page 37 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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)(4)(E). (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). HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 4 of 15 System Agency Contract No. HHS000436300009 Page 38 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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) (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)0(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 hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 5 of 15 System Agency Contract No. HHS000436300009 Page 39 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 6 of 15 System Agency Contract No. HHS000436300009 Page 40 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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); 164.5300(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)(i)(I). (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: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 07-16; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 7 of 15 System Agency Contract No. HHS000436300009 Page 41 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 • 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 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 8 of 15 System Agency Contract No. HHS000436300009 Page 42 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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 atimeframe 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; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 9 of 15 System Agency Contract No. HHS000436300009 Page 43 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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 hams 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 maybe 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 10 of 15 System Agency Contract No. HHS000436300009 Page 44 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. (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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 11 of 15 System Agency Contract No. HHS000436300009 Page 45 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 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: HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 12 of 15 System Agency Contract No. HHS000436300009 Page 46 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 (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. 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 13 of 15 System Agency Contract No. HHS000436300009 Page 47 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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. 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. If any 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 14 of 15 System Agency Contract No. HHS000436300009 Page 48 of 49 DocuSign Envelope ID: OADD7F92-EB99-45BE-B3FE-43BBC9593333 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 15 of 15 System Agency Contract No. HHS000436300009 Page 49 of 49 Dace 510°1.4 SECURED Certificate Of Completion Envelope Id: 0ADD7F92EB9945BEB3FE43BBC9593333 Status: Sent Subject: New $204,855; HHS000436300009; Corpus Christi-Nueces County Public Health District; DSHS/CMS/LIDS Source Envelope: Document Pages: 56 Signatures: 0 Envelope Originator: Certificate Pages: 2 Initials: 0 Texas Health and Human Services Commission AutoNav: Enabled 1100 W. 49th St. Envelopeld Stamping: Enabled Austin, TX 78756 Time Zone: (UTC -06:00) Central Time (US & Canada) PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.13 Record Tracking Status: Original 3/27/2019 12:41:42 PM Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Location: DocuSign Signer Events Signature Timestamp Annette Rodriguez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Imelda Garcia imeldam.garcia@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 3/27/2019 12:46:08 PM Viewed: 3/28/2019 11:23:07 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CMU Mailbox cmucontracts@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Delgado rebecca.delgado@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED Sent: 3/27/2019 12:46:08 PM Sent: 3/27/2019 12:46:07 PM Carbon Copy Events Status Timestamp Caeli Paradise Caeli.paradise@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dante Gonzalez Danteg@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED Sent: 3/27/2019 12:46:08 PM Viewed: 3/28/2019 10:15:59 AM Sent: 3/27/2019 12:46:09 PM Viewed: 3/27/2019 1:02:41 PM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/27/2019 12:46:09 PM Payment Events Status Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 11, 2019 Second Reading Ordinance for the City Council Meeting June 18, 2019 DATE: May 10, 2019 TO: Peter Zanoni. City Manager FROM: Annette Rodriguez, MPH., Director of Public Health Annetter(a�cctexas.com 361.826.7205 Acceptance of the Immunizations Grant Amendment and Grant Program Income in the amount of $311,637.00, and appropriation of the funds for the contract period September 1, 2019 through August 31, 2020. CAPTION: Ordinance authorizing the acceptance and appropriation of a grant for the Immunization/Locals Grant Program in the amount of $241,637.00, from the Texas Department of State Health Services to provide immunization services and appropriating related program income September 1, 2019, through August 31, 2020. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to provide immunizations to eligible children, adolescents, and adults, with special emphasis on children three years of age or younger to stop vaccine preventable diseases from occurring in the population of the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $241,637 to provide for personnel costs, supplies and other expenses to provide immunizations to eligible children, adolescents, and adults, with special emphasis on children three years of age or younger to stop vaccine preventable diseases from occurring in the population of the State of Texas. It is estimated that the grant will generate Immunizations program income of $70,000 during the period of September 1, 2019 through August 31, 2020. ALTERNATIVES: Refuse the grant and discontinue providing immunizations to the population of the State of Texas. OTHER CONSIDERATIONS: None 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. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2019-2020 Current Year Future Years TOTALS Line Item Budget This item (Imm Grant) $241,637 $241,637 This item (Est. Imm Program Income) $70,000 $70,000 BALANCE $311,637 $311,637 Comments: No fiscal impact to general fund. The grant does not require a cash or in-kind match by the City. Funding Detail: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 830120F, 830220L Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000114000001 Amendment No. 1 Ordinance Ordinance authorizing the acceptance and appropriation of a grant forthe Immunization/Locals Grant Program in the amount of $241,637.00, from the Texas Department of State Health Services to provide immunization services and appropriating related program income September 1, 2019, through August 31, 2020. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $241,637.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2019, through August 31, 2020, to provide personnel costs and other expenses to fund an immunization program for children, adolescents, and adults, with special emphasis on children three years of age or younger. Section 2: Authorizing the appropriation of an estimated $70,000, IMM/LOCALS grant program income in the No. 1066 Health Grants Fund, for a total project cost of $311,637.00. Section 3: 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 4: A copy of the executed grant 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 , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D TEXAS DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000114000001 AMENDMENT NO. 01 The Department of State Health Services ("DSHS" or "System Agency"), an administrative agency within the executive branch of the State of Texas, and Corpus Christi-Nueces County Public Health District (City) ("Grantee"), who are collectively referred to herein as the "Parties," to that certain Immunization/Locals Grant Program Contract effective September 1, 2018, and denominated DSHS Contract No. HHS000114000001 (the "Contract"), now desire to amend the Contract. Whereas, the Parties desire to allot additional funds, revise the Statement of Work, add a Guidance Document, and extend the term of the Contract to allow for successful completion of the Project; and Whereas, the Parties have chosen to exercise their option to amend the Contract in accordance with Section 9.01 of Attachment C to the Contract. Now, therefore, the Parties hereby amend and modify the Contract as follows: 1. Section HI of the Contract, Duration, is hereby amended to reflect a revised termination date of August 31, 2020, unless renewed, extended, or terminated earlier pursuant to the terms and conditions of the Contract. 2. Section IV of the Contract, Budget, is hereby amended to add funding for state fiscal year 2020 in the amount of $241,637.00, which is based on $134,125.00 state funds and $107,512.00 federal funds. The total not -to -exceed amount of this Contract is increased to $483,274.00. All expenditures under the Contract will be in accordance with Attachment B- 1, Fiscal Year 2020 Budget. 3. Attachment A of the Contract, Statement of Work, is hereby amended and replaced with Attachment A-1, Revised Statement of Work. Attachment A-1 is applicable to the period beginning on the effective date of this Amendment. 4. Attachment B of the Contract, Budget, is hereby supplemented with the addition of Attachment B-1, Fiscal Year 2020 Budget. 5. Attachment F of the Contract, Federal Funding Accountability and Transparency Act, is hereby supplemented for state fiscal year 2020 with the addition of Attachment F-1, Federal Funding Accountability and Transparency Act. 6. Attachment H, Immunization/Locals Program Guidance Document, is attached hereto and incorporated into the Contract as if fully set forth therein. 7. Grantee may not begin work or incur any expenses prior to the date on the System Agency's Notice to Proceed ("NTP"). This Notice to Proceed may include an Amended or Ratified System Agency Contract No. BHS00011400000I Page 1 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D Budget which will be incorporated into this Contract by a subsequent amendment, if amended. Any work performed prior to the date on the NTP shall be at Grantee's sole risk. 8. This Amendment No. 01 shall be effective as of September 1, 2019. 9. Except as amended and modified by this Amendment No. 01, all terms and conditions of the Contract shall remain in full force and effect. 10. Any further revisions to the Contract shall be by written agreement of the Parties. Signature Page Follows System Agency Contract No. fnfS00011400000I Page 2 of 32 DocuSign Envelope ID: 84813C221-5A7A-40E3-AF58-4907A2A6645D Signature Page for Amendment No. 01 DSHS Contract No HHS000114000001 Department of State of Health Corpus Christi-Nueces County Services Public Health District By: By: Name: Name: Title: Title: Date of Execution: Date of Execution: The following attachments are attached and incorporated as part of the Contract: Attachment A-1 Attachment B-1 Attachment F-1 Attachment H Revised Statement of Work Fiscal Year 2020 Budget Federal Funding Accountability and Transparency Act (FFATA) Immunization/Locals Program Guidance Document System Agency Contract No. MS000114000001 Page 3 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D Attachment A-1 Revised Statement of Work I. GRANTEE RESPONSIBILITIES Grantee will: A. Implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children three (3) years of age or younger (birth to 35 months of age). Grantee shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein. 13. Be enrolled as a provider in the Texas Vaccines for Children ("TVFC") and the Adult Safety Net (ASN) Programs by the effective date of this Contract. This includes a signed Deputization Addendum Form (EFI 1-13999). C. Comply with written policies and procedures provided by DSHS in managing vaccines supplied through the ASN and TVFC Programs, including guidelines for proper storage, handling, and safeguarding of vaccines in the event of natural disaster. D. Adhere to DSHS Immunization updated guidance according to Attachment H, Immunization/Locals Program Guidance Document. E. Maintain staffing levels to meet required activities of the Contract and ensure staff funded by this Contract attend required training. F. Report all notifiable conditions as specified in Texas Administrative Code ("TAC") Title 25, Part I §§ 97.1-97.6, as amended, and as otherwise required by law. G. Report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act ("NCVIA") 42 U.S.C. § 300aa-25 (located at http://vaers.hhs.gov/ or 1-800-822-7967), as amended. H. Sustain a network of TVFC/ASN providers to administer vaccines to program -eligible populations by conducting the following activities: 1. Ensuring New Provider Checklist is completed; 2. Conducting quality assurance reviews; 3. Ensuring annual influenza pre -book survey is completed; 4. Conducting compliance site visits; 5. Conducting unannounced storage and handling visits; and 6. Ensuring providers adhere to the vaccine borrowing procedure. I. Participate in audits and assessments through the following activities: System Agency Contract No. HHS000114000001 Page 4 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 1. Completing and submitting through Child Health Reporting System ("CHRS") all audits and assessments conducted on childcare facilities and Head Start Centers; 2. Completing audits, assessments and retrospective surveys of public and private schools; 3. Reviewing monthly reports to ensure data quality; 4. Reviewing the monthly Provider Activity Reports; 5. Reviewing the quarterly Consent Accepted Rate Evaluations; and 6. Conducting quality improvement assessments of Texas Immunization Registry organizations. J. Provide education and outreach activities regarding vaccines and vaccine -preventable diseases, Texas Immunization Registry, and TVFC and ASN Programs to the following: 1. American Indian Tribes; 2. Schools and childcare facilities; 3. Healthcare workers; and 4. Community and general public. K. Not deny vaccinations to recipients because they do not reside within Grantee's jurisdiction or because of an inability to pay an administration fee. L. Be responsible for identification and case management of all hepatitis B surface antigen ("HBsAg") -positive pregnant women. Grantee shall ensure timely newborn post- exposure prophylaxis ("PEP") with hepatitis B vaccine and hepatitis B immune globulin ("HBIG"), timely completion of doses two and three of hepatitis B vaccine, and timely completion of post -vaccination serologic testing ("PVST"). M. Be responsible for assessing and/or auditing coverage rates and/or compliance with vaccine requirements at assigned schools and childcare facilities in accordance with the Population Assessment Manual, which is distributed annually from DSHS. N. Transfer (which may include shipping) overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the DSHS Public Health Region ("PER") Immunization Program Manager to avoid vaccine waste. Grantee is responsible for covering the cost to ship overstocked vaccines and vaccines approaching expiration. 0. Receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this Contract within forty-eight (48) hours of making approved changes. P. Review monthly Contract funding expenditures and salary savings from any Contract - paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this Contract before the end of the Contract term. Q. Submit out-of-state travel requests to the Immunization Unit for approval when utilizing Contract funds or program income. System Agency Contract No. HHS000114000001 Page 5 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D R. Report the number of doses administered to underinsured children monthly, as directed by DSHS. S. Report the number of unduplicated underinsured clients served, as directed by DSHS. T. Complete and submit Immunization Inter -Local Agreement Quarterly Report form, utilizing the format provided by the DSHS Immunization Unit and available at https://dshs.texas.gov/immunize/lhd.shtm, by the report due date. If the due date falls on a weekend or state -approved holiday, the report is due the next business day. Report Type Reporting Period Report Due Date Programmatic 09/01/2019 to 11/30/2019 12/31/2019 Programmatic 12/01/2019 to 02/29/2020 03/31/2020 Programmatic 03/01/2020 to 05/30/2020 06/30/2020 Programmatic 06/01/2020 to 08/31/2020 10/31/2020 Submit quarterly reports electronically through Survey Gizmo following instructions provided by the DSHS Immunization Unit and according to the time frames stated above. Supplemental report documents (PEAR and AFIX reports, vacancy letters, etc.) should be sent to dshsimmunizationcontracts@a,dshs.texas.gov. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in this Attachment A-1 and compliance with the Contract's terms and conditions. III. INVOICE AND PAYMENT A. Grantee shall request monthly payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.texas.gov/grants/forms.shtm and submitting acceptable supporting documentation for reimbursement of the required services/deliverables. Vouchers and supporting documentation shall be submitted to System Agency no later than thirty (30) days after the last day of each month. Documentation shall be submitted in a format approved by DSHS Immunization Unit. At a minimum vouchers should include: 1. Grantee name, address, email address, vendor identification number or Social Security number, and telephone number; 2. DSHS Contract or Purchase Order number; 3. Dates services were completed and/or products were delivered; and 4. The total invoice amount. 5. Supporting documentation must include: a. Receipts with a zero balance for items such as hotel, rental car and fuel, taxi, airline or mileage as documented by a readily available online mapping service; b. Receipts for supplies, registration fees and other items ordered and paid for; System Agency Contract No. I-II-IS000114000001 Page 6 of 32 DocuSign Envelope ID: 1346BC221-5A7A-40E3-AF5B-4907A2A6645D c. A copy of the Personnel and Temporary Staff General Ledger for the period which supports the budget items requesting reimbursement; and d. Paid invoices to contractors for services received. Receipts for meals are not required. B. Voucher and supporting documentation shall be mailed or submitted by fax or electronic mail to DSHS Claims Processing Unit at the address/number below, and also sent via email to Tray Kirkpatrick, DSHS Contract Management Section, at tray.kirkpatrick tdshs.texas.gov, and to the Immunization Unit at dshsimmunizationContracts(a�dshs.texas.gov. Department of State Health Services Claims Processing Unit, MC 1940 P.O. Box 149347 Austin, Texas 78714-9347 Fax: (512) 458-7442 Email: invoices!,dshs.texas.gov and to CMSinvoices@dshs.texas.gov C. Grantee will be paid on a cost reimbursement basis and in accordance with the established state fiscal year Budget of this Contract. (Remainder of Page Intentionally Left Blank) System Agency Contract No. HHS000114000001 Page 7 of 32 DocuSign Envelope ID: 648BC221-5A7A-40E3-AF58-4907A2A6645D Attachment B-1 Fiscal Year 2020 Budget Organization Name: Corpus Christi-Nueces County Public Health District (City) Program ID: INIM/LOCALS Contract Number: HHS000114000001 Budget Categories Personnel $141,376.00 Fringe Benefits $65,033.00 Travel $9,242.00 Equipment $0.00 Supplies $17,337.00 Contractual $0.00 Other $8,649.00 Total Direct Costs $241,637.00 Indirect Costs $0.00 Total 'r $241,637.00` (Remainder of Page Intentionally Left Blank) System Agency Contract No. I-II-IS000114000001 Page 8 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D Attachment H Immunization/Locals Program Guidance Document GRANTEE RESPONSIBILITIES Instructions related to each required and suggested activity below can be found in the Immunization Program Contractor's Guide. 1. PROGRAM & CONTRACT MANAGEMENT 1.1. PROGRAM MANAGEMENT 1.1.01 Implement and operate an Immunization Program as a Standard Responsible Entity (Universal) 1.1.02 Identify at least one individual to act as the program Required contact in the following areas: Activity 1. Immunization Program Manager, 2. RE Contract Coordinators, 3. RE School Compliance Coordinators, 4. RE Perinatal Hepatitis B Case Manager, 5. RE Disease Surveillance Coordinators, 6. RE Clinical Coordinators, 7. RE Texas Immunization Registry Coordinators, 8. RE TVFC & ASN Coordinators, and 9. RE Communications Coordinators 1.1.03 Attend all required trainings for each Area of Work as Required specified in the Immunization Program Contractor's Activity Guide Ensure that the Immunization Program Manager and TVFC and ASN Coordinator attend the annual Immunization Unit mandatory in-person meeting 1.1.04 Comply with the DSHS Immunization Contractor's Guide Standard for Local Health Departments which includes all (Universal) immunization grant objectives and required activities. The Immunization Contractor's Guide is Attachment A of the ILA and will be attached to the executed contract 1.1.05 Annually complete one LHD Deputization Addendum Required Form (EF11-13999) for all Provider Identification Activity Numbers (PIN) associated with the LHD Grantee to ensure eligibility to provide immunization services to underinsured children 1.1.06 Maintain staffing levels adequate to meet the required Standard activities of this contract and to assure expenditure of all (Universal) contract funds 1.1.07 Develop and implement an employee immunization policy Required for Grantee's immunization program staff according to Activity CDC recommendations System Agency Contract No. HHS000114000001 Page 9 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 1.1.08 Maintain a record of orientation (new staff) and ongoing Required training for existing contract -funded staff involved in the Activity provision of immunization services 1.1.09 Inform DSHS (in writing) of any changes (both departures Required and arrivals) in LHD Medical Director, Immunization Activity Program Manager and all other positions listed under activity 1.1.02 within 30 days of staffing changes 1.1.10 Submit a written notification for contract -funded staff Required positions that remain vacant more than 90 days Activity Have a standard method to document all work time spent Standard performing immunization activities for staff who are (Universal) partially funded with immunization contract funds 1.1.12 Use the results of the community assessment conducted in Suggested activity 4.7.01 to review and address an immunization need Activity within the LHD jurisdiction System Agency Contract No. HHS000114000001 Page 10 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 1.2. PROGRAM COMPLIANCE 1.2.01 Comply with all applicable federal and state regulations Standard and statutes as amended, (Universal) including but not limited to: 1. Human Resources Code §42.043, VTCA; 2. Education Code §§38.001-38.002, VTCA; 3. Health and Safety Code §§12.032, 81.023, and 161.001- 161.009, VTCA; 4. TAC Title 25, Chapter 97; 5. TAC Title 25, Chapter 96; 6. TAC Title 25, Chapter 100; 7.42 USC §§247b and 300 aa -25; 8. Omnibus Budget Reconciliation Act of 1993, 26 USC §4980B 1.2.02 Ensure compliance with Health and Human Services Standard (HIIS) Deputization Guidance. Activities under this (Universal) requirement shall be conducted in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments 1.3. FINANCIAL MANAGEMENT 1.3.01 Agree DSHS reserves the right, where allowed by legal Standard authority, to redirect funds in the event of financial (Universal) shortfalls 1.3.02 Submit monthly invoices with appropriate supplemental Required documentation and request monthly payments using the Activity State of Texas Purchase Voucher (Form B-13) and in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments 1.3.03 Agree DSHS will pay Grantee on a cost reimbursement Standard basis (Universal) 1.3.04 Adhere to travel rates set by the State of Texas TexTravel Standard (Universal) 1.3.05 Review monthly contract funding expenditures to ensure Standard that all funds will be properly expended before the end of (Universal) the contract period 1.3.06 Lapse no more than 5 percent of total funded amount of the Required contract Activity 1.3.07 Submit requests to move more than 25% of the total Standard contract amount between direct budget categories in writing (When to the DSHS Contract Management Section (CMS) in Applicable) Austin and obtain approval before monies can be transferred 1.3.08 Expend funds consistently throughout the contract term, Suggested approximately 25% per quarter Activity System Agency Contract No. 1-MS000114000001 Page 11 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 1.4. CONTRACT MANAGEMENT 1.4.01 Initiate the purchase of approved equipment purchases in Standard the first quarter of the Contract term. Requests to purchase (When previously approved equipment after the first quarter must Applicable) be submitted to the contract manager. Changes to the approved equipment budget category must be approved by DSHS prior to the purchase of equipment. If a Grantee would like to deviate from the approved equipment budget, a written request to amend the budget is required 1.5. CONTRACT QUALITY ASSURANCE 1.5.01 Participate in remote and on-site technical assistance Required Activity 1.5.02 Participate in on-site contract evaluation visits Required Activity 1.6. CONTRACT ACCOUNTABILITY 1.6.01 Submit Corrective Action Plan (CAP) letter to Public Required Health Region Program Manager and DSHS Contract Activity Management Section (CMS) within 30 days after the date of the written notification from DSHS CMS of the on-site evaluation findings (if applicable) 1.6.02 Maintain property records for property and equipment Standard funded or property provided by grant funds (Universal) 1.7. REQUIRED REPORTING 1.7.01 Complete and submit Immunization Inter -Local Agreement Required (ILA) Quarterly Report and supplemental documents Activity according to the formats, mechanisms, and timeframes specified in the DSHS Immunization Contractor's Guide for Local Health Departments 1.7.02 Report program income (PI) generated as a result of the Required DSHS immunization contract activities on the quarterly Activity financial status report (FSR) 1.7.03 Ensure all program income (PI) generated as a result of the Standard DSHS immunization contract activities is expended in (Universal) accordance with the DSHS Immunization Contractor's Guide for Local Health Departments 1.7.04 Submit quarterly FSRs to Accounts Payable by the last Required business day of the month following the end of each quarter Activity for review and financial assessment. Submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term System Agency Contract No. HHS000114000001 Page 12 or 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 2. FACILITY IMMUNIZATION ASSESSMENTS 2 1 CHILDCARE & SCHOOL COMPLIANCE 2.1.01 Assess and/or audit coverage rates and/or compliance with Standard vaccine requirements at assigned schools and childcare (Universal) facilities 2.1.02 Complete 100% of assigned childcare facility and Head Required Start center audits and assessments. By July 15 of contract Activity year, local health department staff will complete and submit into CHRS 100% of assigned childcare audits 2.1.03 Complete 100% of assigned public and private school Required audits, assessments, retrospective surveys, and validation Activity surveys in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments • By January 15 of contract year, local health department staff will complete and submit to PHR 50% of assigned validation surveys • By February 15 of contract year (end of 2nd Q), local health depai intent staff will complete and submit to PHR 100% of assigned validation surveys • By June 30 of contract year, local health department staff will complete 100% of assigned school audits and submit to PHR 2.2. CHILDCARE & SCHOOL COMPLIANCE QA 2.2.01 Provide education to school and childcare facilities with Required high provisional, delinquency, and/or exemption rates at Activity time of audit or when noncompliant records are identified. Report education provided to school or childcare staff in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments 2.2.02 Provide feedback to DSHS ACE Group regarding Required trends/issues for school, college, and childcare vaccine Activity requirements in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments 2.2.03 Contact schools/districts to remind them to report during Required the Annual School Survey reporting period in accordance Activity with the DSHS Immunization Contractor's Guide for Local Health Departments 2.3. FIRST RESPONDER IMMUNIZATION ASSESSMENTS 2.3.01 Educate and inform first responder facilities on the use of Suggested the Texas Immunization Registry to assess first responder Activity immunization records and forecast any future immunization needs. Use the First Responder Immunization Toolkit (FRIT) to drive these activities System Agency Contract No. HHS0001I4000001 Page 13 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 3. MANAGING TVFC AND ASN PROVIDERS 3.1. PROVIDER RECRUITMENT 3.1.01 Recruit additional TVFC providers to administer vaccines Suggested to program -eligible populations. The goal is to increase Activity each local health department's provider enrollment by a minimum of 5% 3.1.02 Ensure New Provider Checklist (11-15016) is completed Required for all clinics that join the TVFC/ASN Program Activity 3.1.03 Collaborate with medical societies and/or local health Suggested provider organizations to identify providers to recruit and Activity enroll 3.2. PROVIDER RETENTION 3.2.01 Sustain a network (through re -enrollment) of TVFC Required providers to administer vaccines to program -eligible Activity populations 3.2.02 Promote TVFC and ASN Provider achievements: Suggested - Implement incentives for provider sites that reach Activity vaccination coverage rate goals - Implement incentives to recognize sites during national observances (i.e. NIIW, NIAM, and NIVW) System Agency Contract No. HHS000114000001 Page 14 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 3.3. PROVIDER EDUCATION 3.3.01 Provide a training for TVFC and ASN providers within the Suggested LI -D Grantee's jurisdiction on the policies outlined in the Activity TVFC and ASN Provider Manual and recommended procedures for implementing them. These include: - procedures for following storage and handling guidelines - procedures for vaccine management - procedures for using the DSHS vaccine management system (EVI) - procedures for vaccine borrowing - procedures for other compliance guidelines - appropriate reporting of vaccine adverse events - appropriate routine and emergency vaccine storage and handling plans - meeting the federal requirement that the most current Vaccine Information Statements (VIS) (available at (http://www.cdc.gov/vaccines/hcp/vis/index.html) must be distributed to patients prior to patient vaccination 3.3.02 Notify providers of TVFC and ASN updates and changes Standard to program policies and procedures. (Universal) Notify TVFC/ASN providers of the following: - CDC and DSHS Announcements - TVFC/ASN Trainings - Vaccine storage and handling policy updates - Vaccine ordering changes - Vaccine choice 3.3.03 Educate and assist TVFC and ASN providers on a Standard quarterly basis with Provider Choice, as necessary (Universal) 3.3.04 Inform TVFC and ASN providers of the most up-to-date, Standard DSHS-produced immunization information for their (Universal) offices 3.3.05 Identify TVFC and ASN providers experiencing high Required volumes of vaccine loss and develop process Activity improvements/trainings aimed at reducing the amount of vaccine loss (including wasted and expired) in their clinics 3.4. PROVIDER VACCINE MANAGEMENT 3.4.01 Utilize the DSHS Inventory Tracking Electronic Asset Required Management System (iTEAMS) reports and other provider Activity submitted reports to perform 100% of quality assurance reviews on the following TVFC and ASN: - monthly biological reports (doses administered and current inventory), - vaccine orders, System Agency Contract No. HHS000114000001 Page 15 o£32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D - temperature logs and - clinic hours of operation from TVFC and ASN providers in LHD Grantee's jurisdiction. Address all issues identified during review 3.4.02 Transfer vaccines that cannot be stored within provider Standard offices (ex. accidental large orders) and vaccines (Universal) approaching expiration between providers in LHD Grantee's jurisdiction for immediate use 3.4.03 Ensure provider participation in vaccine ordering and Standard inventory management using the Electronic Vaccine (Universal) Inventory (EVI) system -Educate providers regarding vaccine ordering policies -Train providers to use the EVI system for inventory and order entry 3.4.04 Assist TVFC and ASN providers in LHD Grantee's Standard jurisdiction on the maintenance of appropriate vaccine (Universal) stock levels. Activities under this requirement shall be conducted in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments and the current TVFC and ASN Program Operations Manual for Responsible Entities 3.4.05 Train TVFC and ASN providers within LHD Grantee's Standard jurisdiction to ensure that expired and spoiled/wasted (Universal) vaccines are appropriately identified and entered into the Electronic Vaccine Inventory (EVI) system Train providers to complete returns to CDC's centralized distributor within six months of product expiration 3.4.06 Ensure that 100% of TVFC providers within the LHD Required Grantee's jurisdiction complete the annual influenza pre- Activity book survey 3.5. PROVIDER QUALITY ASSURANCE 3.5.01 Utilize the CDC Provider Education Assessment and Reporting Required (PEAR) system to document TVFC compliance site visits for all Activity subcontracted clinics and non-LHD Grantee's clinics (as applicable) 3.5.02 Utilize the CDC PEAR system and directly enter data into Required PEAR to document TVFC unannounced storage and handling Activity visits to a minimum of 10% of providers within the LHD Grantee's jurisdiction 3.5.03 Utilize the CDC PEAR system and directly enter data into Required PEAR to document TVFC contacts and other visits conducted at Activity TVFC provider offices 3.5.04 Complete and document 100% of the follow-up activities for Required TVFC quality assurance visits within required timeframes Activity System Agency Contract No. HHS000114000001 Page 16 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 3.5.05 Utilize the CDC assessment visit online tool and methodology to assess immunization practices and coverage rates for all subcontracted entities and non-LHD Grantee's clinics (as applicable) Required Activity 3.5.06 Review 100% of re -enrollment applications from TVFC and ASN providers in your jurisdiction by the DSHS specified deadline Required Activity 3.5.07 Ensure that expired, wasted, and unaccounted-for vaccines (excluding flu) do not exceed 5% in TVFC provider clinics within the LHD Grantee's jurisdiction Standard (Universal) 3.5.08 Review monthly reports to ensure data quality. This includes: - Identify sites that have not administered or ordered vaccine in the previous six months. Conduct a discussion and develop a plan of action - Identify sites that are suspended to ensure 90 days is not exceeded - Ensure enrollment and withdrawal forms are submitted correctly and on time to the PHR staff Required Activity 3.5.09 Review submitted reports to ensure data quality. This includes: - Quarterly, review 25% of enrolled sites to ensure contacts are listed correctly in EVI - Quarterly, review 25% of enrolled sites and provide education for the Vaccine borrowing and Vaccine transfer forms Suggested Activity 3.5.10 Review monthly data logger reports for 25% of providers in LHD Grantee's jurisdiction to validate the accuracy of provider - submitted monthly temperature reporting forms Suggested Activity 3.5.11 Review monthly data logger reports to validate the accuracy of provider -submitted monthly temperature reporting forms for all providers within LHD Grantee's jurisdiction who experience a vaccine loss as a result of temperature excursions Standard (Conditional) 3.5.12 Conduct a monthly review of 10% of randomly selected providers in LHD Grantee's jurisdiction to identify vaccine loss report forms that were completed in EVI but were not submitted Suggested Activity 3.5.13 Conduct a quarterly review of 25% of providers in LHD Grantee's jurisdiction to identify those that have adjusted more than 10% of their vaccine inventory Suggested Activity 3.5.14 Conduct a quarterly review of 25% of providers in LHD Grantee's jurisdiction to ensure the reported patient population matches the number of doses ordered Suggested Activity 3.6. PROVIDER ACCOUNTABILITY 3.6.01 Track, report and follow up on vaccine fraud and abuse cases Standard (Universal) System Agency Contract No. HHS000114000001 Page 17 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 3.6.02 Complete program evaluation activities with TVFC and ASN providers to address issues identified as noncompliance issues For all TVFC providers, document corrective action plans in the CDC PEAR system as a contact Required Activity 3.7. RE STAFF EDUCATION 3.7.01 Train LHD Grantee's staff to follow the policies and procedures outlined in the TVFC & ASN Program Operations Manual for Responsible Entities. Provide training on TVFC and ASN requirements and updates (as described in the TVFC & ASN Program Operations Manual for Responsible Entities) annually at a minimum Required Activity 3.7.02 For personnel identified by DSHS, attend and/or complete the following trainings: - CDC Immunization Trainings - TVFC/ASN Annual Trainings - Annual Responsible Entity Training - Public Health Region (PHR) Trainings Required Activity 3.7.03 Ensure that the TVFC & ASN Coordinator conducts quality assurance on 1 0% of the temperature recording logs that were reviewed by their staff each quarter Suggested Activity 3.8. RE COMPLIANCE 3.8.01 Comply with the current DSHS Immunization Standard Contractor's Guide for Local Health Departments and the (Universal) TVFC and ASN Operations Manual for Responsible Entities 3.8.02 Receive regional approval for any vaccine transfers and document those transfers in EVI within 24 hours of the transfer occurring Standard (Universal) 3.8.03 Address general inquiries by providers about the TVFC/ASN Program, and ensure timely follow-up on requests for information Standard (Universal) 3.8.04 Ensure that providers within LHD Grantee's jurisdiction are adhering to the vaccine borrowing procedures outlined in the TVFC and ASN Provider Manual Report the number of borrowing forms submitted by quarter in the Immunization Inter -Local Agreement (ILA) Quarterly Report Required Activity System Agency Contract No. HHS000114000001 Page 18 of 32 Docusign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 3.9 RE EMERGENCY RESPONSE 3.9.01 Communicate the importance of an Emergency Standard Vaccine Storage and Handling Plan to all clinics in (Universal) the LHD Grantee's jurisdiction. Provide technical assistance to support the successful activation of each clinic's Emergency Vaccine Storage and Handling Plan 3.9.02 Transfer, accept, and store TVFC and ASN vaccines Standard from clinics in the LHD Grantee's jurisdiction if there (Universal) is a failure in the clinic's Emergency Vaccine Storage and Handling Plan 3.9.03 Be prepared to pack and ship vaccine to other sites, as directed by the DSHS Immunization Unit Required Activity System Agency Contract No. HHS000114000001 Page 19 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 4. EPIDEMIOLOGY & SURVEILLANCE 4.1. PERINATAL HEPATITIS B CASE IDENTIFICATION 4.1.01 Conduct identification and case management of perinatal hepatitis B cases Required Activity 4.1.02 Determine the number of newborns that do not receive the first dose of the hepatitis B vaccine and/or HBIG and work with those facilities to ensure all at -risk infants receive the hepatitis B vaccine series and HBIG within 12 hours of birth Required Activity 4.1.03 Develop a surveillance system that includes prenatal care providers, obstetrical and gynecological care providers, family practitioners, and labor and delivery facilities to ensure all HBsAg -positive pregnant women are reported to the DSHS Immunization Unit within one week of diagnosis Suggested Activity 4.1.04 Ensure timely follow-up and reporting of case status of possible moms as reported by DSHS within 2 weeks of receipt of report Required Activity 4.2. PERINATAL HEPATITIS B CASE MANAGEMENT 4.2.01 Contact and provide case management to 100% of the number of hepatitis B surface antigen -positive pregnant women identified Required Activity 4.2.02 Ensure timely newbom post -exposure prophylaxis (PEP) with hepatitis B vaccine and hepatitis B immune globulin (HBIG) and report to DSHS within 2 weeks of identification Required Activity 4.2.03 Ensure timely completion of doses two and three of hepatitis B vaccine and report to DSHS within 2 weeks of identification after each dose Required Activity 4.2.04 Ensure timely completion of post -vaccination serologic testing (PVST) and report to DSHS within 2 weeks of identification Required Activity 4.2.05 Case manage and report all household contacts under 24 months of age in accordance with the DSHS Immunization Contractor's Guide for Local Health Depth tinents and Perinatal Hepatitis B Prevention Manual (including serologic testing and completion of the full hep B vaccination series) Required Activity 4.2.06 Refer all household contacts over 24 months of age and sexual partners of reported HBsAg -positive women for serologic testing to determine susceptibility status in accordance with the DSHS Immunization Contractor's Guide for Local Health Departments and Perinatal Hepatitis B Prevention Manual Standard (Universal) System Agency Contract No. HHS000114000001 Page 20 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 4.3. PERINATAL HEPATITIS 13 REPORTING 4.3.01 For all cases documented as 'lost -to -follow-up' on the Required Activity Perinatal Hepatitis B case management form, report the number and types of attempted activities performed in locating the mother or guardian of the infant to the DSHS Immunization Unit on the Perinatal Hepatitis B case management form 4.3.02 Report to the DSHS Immunization Unit all infants Required Activity born to HBsAg -positive women within 2 weeks of the event 4.3.03 Report to the DSHS Immunization Unit the case status Required Activity of possible exposed infants (born to women of unknown or unconfirmed HBsAg status) as reported by DSHS within 2 weeks of receipt of report 4.3.04 Ensure timely reporting of updates in case management as requested by DSHS within 2 weeks of inquiry Required Activity 4.4. PERINATAL HEPATITIS B EDUCATION 4.4.01 Require Perinatal Hepatitis B Case Manager to attend Required Activity the biannual conference 4.4.02 Conduct educational training for hospital and healthcare providers within the Grantee's jurisdiction, to increase mandatory screening and reporting of hepatitis B surface antigen (HBsAg) -positive women Required Activity 4.4.03 Educate delivery hospitals to ensure they verify Required Activity prenatal HBsAg test results of pregnant women on admission for delivery and test for HBsAg at delivery, regardless of prenatal test results, as required by law 4.4.04 Educate prenatal care providers to ensure they are Required Activity screening pregnant women for HBsAg status during each pregnancy, implementing procedures for documenting HBsAg screening results in prenatal care records, and forwarding original laboratory results to the delivery facility 4.4.05 Ensure all labor and delivery facilities develop Required Activity standing orders and policies to administer the first dose of the hepatitis B vaccine and HBIG to at -risk infants within 12 hours of birth 4.4.06 Identify labor and delivery facilities that do not have Required Activity standing orders and/or policies and educate providers to establish standing orders and policies to administer System Agency Contract No. Ht1S000114000001 Page 21 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D to at -risk infants the first dose of the hepatitis B vaccine and HBIG within 12 hours of birth 4.4.07 Promote the TVFC Program to birthing hospitals and Suggested Activity encourage TVFC program enrollment 4.4.08 Provide training on the prevention of perinatal Required Activity hepatitis B through vaccination and PVST to pediatric care providers within the Grantee's jurisdiction 4.4.09 Provide trainings to delivery hospitals on reporting Suggested Activity HBsAg -positive test results for women who have delivered at their facilities using the LHD Grantee - developed surveillance system 4.4.10 Work with partners, as appropriate, to ensure Standard coordination of activities aimed at preventing (Universal) perinatal hepatitis B transmission 4.5. DISEASE SURVEILLANCE 4.5.01 Complete investigation and document at least 90% of confirmed or probable reportable vaccine -preventable disease (VPD) cases within thirty (30) days of initial report to public health Required Activity 4.5.02 Adhere to the DSHS Emerging and Acute Infectious Standard Disease Guidelines and current Epi Case Criteria (Universal) Guide in conducting all activities 4.5.03 Ensure all new VPD surveillance staff attend Required Activity 'Introduction to NBS' training and complete the certification process in order to gain access to the NBS system 4.5.04 Complete all data entry into the Texas National Standard Electronic Disease Surveillance System (NEDSS) (Universal) Base System (NBS) following the NBS Data Entry Guidelines 4.5.05 Routinely review and follow up on all VPD Standard laboratory reports received, including electronic lab (Universal) reports (ELRs) generated through NBS in a timely fashion 4.5.06 Verify and enter complete vaccination history in NBS Required Activity on all VPD investigations with case status of confirmed or probable. Complete vaccination history can be assessed through the Texas Immunization Registry, provider offices, school records, and/or patient records 4.5.07 Initiate vaccine -based disease control activities by Standard identifying population in need of a vaccination (Universal) response and requesting vaccination services for that population by contacting the DSHS Vaccine - Preventable Disease (VPD) Surveillance Team Lead System Agency Contract No. HHS000114000001 Page 22 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 4.6. DISEASE SURVEILLANCE EDUCATION 4.6.01 Educate physicians, laboratories, hospitals, schools, Suggested child-care staff, and other health providers on VPD Activity reporting requirements 4 7 NEEDS ASSESSMENT 4.7.01 Community Assessment: Each LHD immunization Suggested Grantee will conduct a community needs assessment Activity System Agency Contract No. HHS00011400000I Page 23 of32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A66450 5. PROVIDING A VACCINE SAFETY NET 5.1. CLINIC ENROLLMENT 5.1.01 Enroll all eligible LHD clinics into the TVFC and ASN Required Programs as providers Activity 5.1.02 Provide immunization services according to national Standard standards for immunization practices for infants, (Universal) children, adolescents, adults, and healthcare workers. LHD clinics will comply with the National Childhood Vaccine Injury Act of 1986 5.2. CLINIC STAFF TRAINING 5.2.01 Train all clinic staff on the policies outlined in the TVFC Required and ASN Provider Manual and LHD procedures for Activity implementing them. These include: - procedures for following storage and handling guidelines - procedures for vaccine management - procedures for using the DSHS vaccine management system (EVI) - procedures for other compliance guidelines 5.2.02 Develop clinic staff education requirements. Ensure that Required persons who administer vaccines and staff that are Activity involved in the vaccine administration process (including those who screen immunization records and administer vaccines) to follow Advisory Committee on Immunization Practices (ACIP) standards for children and adults and are knowledgeable on immunizations and immunization practices This can be accomplished by having staff complete the most current CDC Pink Book (Epidemiology and the Prevention of Vaccine Preventable Diseases) training and appropriate Vaccine Education Online (VEO) modules 5.2.03 Develop eligibility screening and documentation policy Required for all LHD clinics. Provide training to all staff on Activity appropriate screening and documentation for TVFC eligibility to ensure TVFC vaccine is administered only to TVFC-eligible children. Implement policy and plan for routine adherence to eligibility policies 5.2.04 Develop and implement a policy on the use of the Texas Required Immunization Registry. Train LHD staff on conducting Activity client searches in the Texas Immunization Registry and how to effectively enter client demographic and immunization information 5.3. CLINIC IMMUNIZATION PRACTICES System Agency Contract No. HHS000114000001 Page 24 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 5.3.01 Comply with current applicable state and federal standards, Standard policies and guidelines for clinics (Universal) 5.3.02 Provide vaccines regardless of residency or ability to pay Standard (Universal) 5.3.03 Adhere to clinical records retention schedule Standard (Universal) 5.3.04 Explain the benefits of a "medical home" and assist the Standard parent/guardian in obtaining or identifying the child's (Universal) medical home 5.3.05 Discuss the next ACIP -recommended vaccines and refer Standard the client to a medical home to complete the vaccination (Universal) series 5.3.06 Maintain a list of current providers within the LHD's Standard jurisdiction who accept children on Medicaid or CHIP and (Universal) make this list available to clinic clients and families as needed 5.3.07 Refer uninsured clients to Medicaid or the Children's Standard Health Insurance Program (CHIP) as appropriate (Universal) 5.3.08 Ensure that all ACIP -recommended vaccines are routinely Standard available and offered to TVFC patients (Universal) 5.3.09 Ensure that all vaccines listed on the ASN vaccine Standard formulary are available and offered to eligible adult (Universal) patients 5.3.10 Establish "standing orders" for vaccination in LHD Required Grantee's clinics that are consistent with legal Activity requirements for standing orders (including, but not limited to, those found in the Texas Medical Practice Act) 5.3.11 Search for the client's immunization history at every client Standard encounter. Compare all immunization histories (Texas (Universal) Immunization Registry, TWICES or EMR system, validated patient -held records, clinic medical record) and enter into the Texas Immunization Registry all historical immunizations not in the Registry at every client encounter Review the client's record for vaccines due and overdue according to the CDC recommended schedules at: https://www.cdc.gov/vaccines/schedules/index.html 5.3.12 Offer updated Immunization History Report to the client or Standard client's parent or guardian at every client encounter (Universal) 5.3.13 Follow and explain recommended guidelines for obtaining Standard and submitting ImmTrac2 consent forms according to the (Universal) instructions found at http://www.dshstexas.gov/immunize/immtrac/forms.shtm System Agency Contract No. HHS000114000001 Page 25 of 32 Docusign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 5.3.14 Report to the Texas Immunization Registry all Standard immunizations administered to consented children (Universal) (younger than 18 years of age) and consented adults in LHD Grantee's clinics, either by entering data directly into the Registry or through electronic data exchange via TWICES or an electronic medical record (EMR) system 5.3.15 Verbally and with DSHS-produced literature, inform Standard parents at LHD Grantee's clinics about the Texas (Universal) Immunization Registry, the benefits of inclusion in the Registry, and the importance of maintaining a complete immunization history in the Registry 5.3.16 Update all demographic information, including address, Standard email, and telephone number, at every client encounter in (Universal) EMR and the Texas Immunization Registry 5.3.17 Verbally educate patients and parents/guardians about the Standard benefits and risks of vaccination and distribute DSHS (Universal) educational materials, as applicable, as part of this conversation 5.3.18 Follow only medically supportable contraindications to Standard vaccination (Universal) 5.3.19 Provide immunization services at times other than 8 am to Required 5 pm, Monday through Friday, at least once per month Activity 5.3.20 Institute infection control practices, including effective Standard hand washing and management of hazardous waste (Universal) 5.3.21 Maintain confidentiality of client information Standard (Universal) 5.3.22 Recommend the simultaneous administration of all needed Standard vaccines for the patient (Universal) 5.3.23 Implement clinic policy on screening and documentation Standard of eligibility for TVFC vaccines. The policy must be (Universal) consistent with the TVFC requirements outlined in the current TVFC and ASN Provider Manual 5.3.24 Participate in public health emergencies and exercises that Suggested may require vaccine administration to the public or first Activity responders 5.3.25 Conduct outreach activities to raise the immunization Suggested coverage levels of uninsured adults by visiting sites such as Activity homeless shelters, halfway houses, day labor sites or other locations 5.3.26 Coordinate with community vaccinators to conduct annual Suggested employee -based vaccination clinics for influenza vaccine Activity administration 5.4. CLINIC VACCINE MANAGEMENT System Agency Contract No. HHS000114000001 Page 26 of 32 DocuSign Envelope ID: 648BC221-5A7A-40E3-AF58-4907A2A6645D 5.4.01 Ensure that all expired and spoiled/wasted vaccines are appropriately identified and entered into the Electronic Vaccine Inventory (EVI) system for the LHD Grantee's clinics Required Activity 5.4.02 Submit returns for all vaccines distributed via CDC's centralized distributor back to the centralized distributor for returns processing Standard (Universal) 5.5. CLINIC QUALITY ASSURANCE 5.5.01 Ensure that appropriate routine and emergency vaccine storage and handling plans are in place at each of the LHD Grantee clinic locations Required Activity 5.5.02 Ensure that expired, wasted, and unaccounted-for vaccines (excluding flu) do not exceed 5 percent in LHD Grantee's clinics Standard (Universal) 5.5.03 Participate in all TVFC/ASN extended PEAR visits for Required quality assurance Activity 5.6. CLINIC REPORTING 5.6.01 Conduct timely reporting of monthly clinic activities by recording vaccine inventory, doses administered, temperature logs and other reportable activities by the 5th of each month as described in the TVFC/ASN Provider Manual Required Activity 5.6.02 Report all notifiable conditions as specified in the DSHS Immunization Contractor's Guide for Local Health Departments Standard (Universal) 5.6.03 Report all vaccine adverse events as specified in the DSHS Immunization Contractor's Guide for Local Health Departments Standard (Universal) 5.6.04 Report the number of unduplicated underinsured clients and the number of doses administered to underinsured children monthly as specified in the DSHS Immunization Contractor's Guide for Local Health Departments Required Activity 5.6.05 Conduct monthly reporting of doses administered to women veterans, as required in the ASN Program Required Activity System Agency Contract No. 1-MS000114000001 Page 27 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 6. INCREASING USE OF THE TEXAS IMMUNIZATION REGISTRY 6.1. TEXAS IMMUNIZATION REGISTRY OUTREACH FOR IMMUNIZATION RECORDS 6.1.01 Conduct Texas Immunization Registry outreach to Suggested organizations regarding missing vaccinations for children Activity and adults for whom consent has been granted but who do not have complete immunization records 6.2. TEXAS IMMUNIZATION REGISTRY OUTREACH FOR PATIENT CONSENTS 6.2.01 Conduct activities aimed at increasing the consent rate Suggested for all age groups, including adults and individuals Activity identified as recently moved in-state 6.2.02 Conduct at least twelve (12) outreach and educational Required activities focused on 18-year-olds in high schools and Activity colleges/universities in LHD Grantee's jurisdiction 6.3. TEXAS IMMUNIZATION REGISTRY OUTREACH TO USERS 6.3.01 Conduct outreach to existing Registry users who have Required not logged into the Registry in the last 90 days Activity 6.3.02 Provide orientation to all new Texas Immunization Suggested Registry organizations within the LHD Grantee's Activity jurisdiction at least once a year and maintain documentation of all technical assistance provided (e.g., telephone logs) Provide education and training on the effective use of the Texas Immunization Registry according to the Guidelines for Increasing the Use of the Texas Immunization Registry Identify and assist newly registered providers and new users reporting to the Texas Immunization Registry 6.4. TEXAS IMMUNIZATION REGISTRY USER EDUCATION 6.4.01 Provide education, training, and technical assistance to Suggested promote the effective use of the Texas Immunization Activity Registry by organizations 6.4.02 Identify and assist providers to establish electronic Required affirmation of consent Activity 6.5. TEXAS IMMUNIZATION REGISTRY PROMOTION System Agency Contract No. HHS000114000001 Page 28 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 6.5.01 Promote the use of the Texas Immunization Registry to Required organizations within the LHD Grantee's jurisdiction that are Activity not currently enrolled in the Registry. Identify all providers who administer vaccine in awardee's jurisdiction, including both pediatric and adult immunization providers. Educate them on their statutory requirement to report immunizations and on the enrollment process 6.5.02 Provide education and technical assistance to birth Suggested registrars on the effective use of the Texas Immunization Activity Registry 6.5.03 Collaborate with prenatal healthcare providers, birth Suggested registrars, hospital staff, pediatricians, and other entities to Activity educate parents, expectant parents, and providers about the Texas Immunization Registry and the benefits of participation. This includes the dissemination of DSHS educational materials as appropriate 6.6. TEXAS IMMUNIZATION REGISTRY PROGRAM QUALITY IMPROVEMENT 6.6.01 Review the monthly Provider Activity Report (PAR) to Required identify organizations who are inactive or not routinely Activity submitting immunization data or adding consented clients. Prioritize these organizations for outreach activities 6.6.02 Review the quarterly Consent Accepted Rate Evaluation Required (CARE) report to target organizations with largest client Activity volume and/or lowest consent acceptance rate. Prioritize these or•anizations for outreach activities 6.6.03 Conduct a minimum of 60 Texas Immunization Registry Required organization quality improvement assessments per FTE Activity each year as described in the Guidelines for Increasing the Use of the Texas Immunization Registry. (For jurisdictions with less than 60 orgs, conduct quality improvement assessment visits to 100% of your orgs) System Agency Contract No. HI-IS000114000001 Page 29 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 7. EDUCATION AND PARTNERSHIPS 7.1 PUBLIC EDUCATION 7.1.01 Inform and educate the public about vaccines and vaccine- Required preventable diseases Activity 7.1.02 Inform the general public about the TVFC and ASN Programs Required and the eligibility criteria for qualifying for the programs Activity 7.2 PROVIDER EDUCATION 7.2.01 Educate and update providers on the most current ACIP Suggested recommendations for all age groups Activity 7.2.02 Inform and highly recommend to the medical community and Suggested local providers within the LHD Grantee's jurisdiction the most Activity current Centers for Disease Control and Prevention (CDC) Epidemiology and Prevention of Vaccine -Preventable Disease (EPI -VAC) training (https://www.cdc.gov/vaccines/ed/webinar-epv/index.html). The most current "Pink Book," titled Epidemiology and Prevention of Vaccine -Preventable Diseases can be found on the CDC website at http://www.cdc.gov/vaccines/pubs/pinkbook/index.html 7.2.03 Provide information to community healthcare employers Suggested (hospitals, clinics, doctor offices, long-term care facilities) Activity about the importance of vaccination of healthcare workers 7.2.04 Provide training relating to Standards for Child and Adolescent Suggested Immunization Practices and Standards for Adult Immunization Activity Practices to all immunization providers within LHD Grantee's jurisdiction 7.2.05 Provide training opportunities and/or resources to assist Required immunization providers in communicating with patients and/or Activity parents (e.g., making a strong recommendation, addressing vaccine hesitancy, etc.) 7.3 STAFF EDUCATION 7.3.01 Work to ensure that all Immunization Program Grantee staff Standard are knowledgeable about vaccines and VPDs (Universal) 7.3.02 Develop and implement a written communications and Required customer service plan for Grantee's staff to ensure customers Activity receive consistent, correct immunization information and services in a courteous and friendly manner on a timely basis 7.3.03 Educate healthcare workers on the importance of keeping Required themselves up-to-date with the vaccine schedule Activity 7.4 COALITION BUILDING System Agency Contract No. HFIS000114000001 Page 30 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 7.4.01 Appoint an immunization coalition coordinator Suggested Activity 7.4.02 Attend and participate in required coalition trainings Suggested sponsored by DSHS Activity 7.4.03 Develop and maintain a planning group with the goal of Suggested sustaining a coalition Activity 7.4.04 Engage and recruit community groups and immunization Suggested stakeholders into a coalition Activity 7.4.05 Facilitate and host coalition meetings Suggested Activity 7.4.06 Participate in monthly calls to provide updates on coalition Suggested collaboration activities Activity 7.4.07 Provide signed letters of agreement and other documentation Suggested of commitment to participate in coalition Activity 7.4.08 Document communications, group meetings, and planning of Suggested activities that promote the best practices identified in contract Activity agreement (documents are to be accessible during site visits) 7.5 COMMUNITY PARTNERSHIP 7.5.01 Plan and implement community education activities and Required partnerships aimed at improving and sustaining Activ ity immunization coverage levels 7.5.02 Conduct outreach and collaborative activities with American Required Indian tribes, if applicable Activity 7.5.03 Participate in at least one collaborative meeting concerning Required tribal health issues, concerns, or needs with American Indian Activity tribal members, if applicable 7.5.04 Coordinate educational and other activities with local Suggested Women, Infants, and Children (WIC) programs to ensure Activity that children participating in WIC are screened and referred to their "medical home" for vaccination using a documented immunization history in accordance with the Standards for Child and Adolescent Immunization Practices 7.5.05 Offer educational opportunities to all WIC Programs in the Suggested service area, including information about online and Activity satellite -broadcast continuing education opportunities from the CDC Continuing Education website at https://www.cdc.gov/vaccines/ed/index.html 7.5.06 Engage in education and partnerships aimed at reducing or Required eliminating coverage disparities by race, ethnicity, and Activity socioeconomic status 7.5.07 Maintain a contact list of providers, hospitals, schools, child- Required care facilities, social service agencies, and community Activity groups involved in promoting immunizations and reducing vaccine -preventable diseases System Agency Contract No. HHS000114000001 Page 31 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF58-4907A2A6645D 7.5.08 Participate in special initiatives as directed by the DSHS Required Immunization Unit Activity 7.5.09 Implement the DSHS Immunization Ambassador Program Required throughout Grantee's jurisdiction Activity 7.6 STAKEHOLDER ENGAGEMENT 7.6.01 Attend all Texas Immunizers and Stakeholders Working Groups (TISWG) and other designated stakeholder meetings (these meetings can be attended remotely) Required Activity 7.6.02 Host at least 1 immunization stakeholder meeting per quarter (4 per contract year) Suggested Activity 7.7 MEDIA CAMPAIGNS 7.7.01 Distribute ASN information and educational materials at Required Activity venues and clinics that serve eligible adults 7.7.02 Distribute TVFC information and educational materials at Required Activity venues that parents of TVFC-eligible children might frequent 7.7.03 Participate, when directed, in statewide media campaigns Required Activity by distributing DSHS-developed and produced public service announcements and materials to local television and radio stations, newspapers, parent publications, university newspapers, high school newspapers, and neighborhood newspapers 7.7.04 Promote www.ImmunizeTexas.com, the Immunization Required Activity Unit's website; and any other Immunization Unit newsletters to providers in the LID Grantee's jurisdiction 7.7.05 Use national immunization observances as opportunities to Required Activity conduct specific education and promotional activities to give emphasis to the importance and benefits of vaccines: National Infant Immunization Week (NIIW), National Immunization Awareness Month (NIAM), and National Influenza Immunization Week (NIIW) 7.7.06 Share available federal, state, and/or local adolescent vaccination coverage and/or vaccine -uptake -related data with partner organizations, adolescent immunization providers, and other stakeholders Required Activity (Remainder of Page Intentionally Left Blank) System Agency Contract No. 1-11IS000114000001 Page 32 of 32 DocuSign Envelope ID: B48BC221-5A7A-40E3-AF584907A2A6645D 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 i 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: B48BC221-5A7A-40E3-AF58-4907A2A6645D 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? 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 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 Certificate Of Completion Envelope Id: B48BC2215A7A40E3AF584907A2A6645D Status: Sent Subject: Amending $483,274.00; HHS000114000001; Corpus Christi-Nueces Co A-1; DSHS IMM/LOCAL Source Envelope: Document Pages: 45 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Docu Signatures: 0 Initials: 0 Record Tracking Status: Original 4/24/2019 8:29:32 AM Signer Events Annette Rodriguez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Imelda Garcia ImeldaM.Garcia@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Texas Health and Human Services Commission PCS_DocuSig n@hhsc.state.tx. us Signature' In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Certified Delivery Events Carbon Copy Events CMU Mailbox cmucontracts@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mary Ann Graham maniann.graham@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Status Status COPIED COPIED Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, D( 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.18 Location: DocuSign Timestamp Sent: 4/24/2019 8:38:30 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/24/2019 8:38:29 AM Sent: 4/24/2019 8:38:29 AM Viewed: 4/24/2019 8:40:33 AM Carbon Copy Events Tray Kirkpatrick tray.kirkpatrick@dshs.texas.gov Contract Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jessica Hernandez jessicah2@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Payment Events Status COPIED COPIED Signature Status Hashed/Encrypted Status Timestamp Sent: 4/24/2019 8:38:29 AM Viewed: 4/24/2019 8:44:12 AM Sent: 4/24/2019 8:38:30 AM Viewed: 4/24/2019 10:40:10 AM Timestamp Timestamps 4/24/2019 8:38:30 AM Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 11, 2019 Second Reading Ordinance for the City Council Meeting June 18, 2019 DATE: May 10, 2019 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, MPH., Director of Public Health Annetter cctexas.com 361.826.7205 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant Amendment in the amount of $201,123.00, and appropriation of the funds for the contract period July 1, 2019 through June 30, 2020. CAPTION: Ordinance authorizing an amendment to a grant contract forthe Community Preparedness Section - Laboratory Response Network - Public Health Emergency Preparedness grant in the amount of $201,123.00 with a City match of $20,113.00 to provide continued emergency preparedness and response laboratory activities July 1, 2019 through June 30, 2020. 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 amendment in the amount of $201,123 to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2019 through June 30, 2020 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 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. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2019-2020 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $201,123 $201,123 BALANCE $201,123 $201,123 Comments: No fiscal impact to general fund. Grant award of $201,123 requires a 10% ($20,112) in-kind match. Funding Detail: Fund: 1066 Health Grants paid by the Department of State Health Services Organization/Activity: 831521 F Mission Element: 103 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. 537-18-0147-00001 (Amendment No. 02) Ordinance Ordinance authorizing an amendment to a grant contract for the Community Preparedness Section — Laboratory Response Network — Public Health Emergency Preparedness grant in the amount of $201,123.00 with a City match of $20,113.00 to provide continued emergency preparedness and response laboratory activities July 1, 2019 through June 30, 2020. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee and/or Director of Public Health is authorized to execute all documents necessary to accept an amendment to 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, increasing the total amount to $402,246.00, from the Texas Department of State Health Services with a City match of $20,112.00, increasing the total match amount to $40,226.00 in the Health Grants Fund No. 1066, for the amended contract period of July 1, 2019, through June 30, 2020, to provide continued emergency preparedness and response laboratory activities. Section 2: That the increased grant amount of $201,123.00, is appropriated in the No. 1066 Health Grants Fund to continue the TB/PC-FED grant in the Health Department. Section 3: The amendment includes revisions to Section 3. Duration; Section 4. Budget; Section 6. Legal Notices; Section 7. Additional Grant Information; Section 8. Notice to Proceed; Attachment B, Budget; Attachment A.1, FY2019 Statement of Work is added. Section 4: Further the City Council ratifies acceptance of the grant to begin as of July 1, 2019. A copy of the executed grant 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 , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID:23236065-3A3F-46C3-9166-7B02071A44FD From: Koke,Angela (HHSC) [Angela.Koke@hhsc.state.tx.us] To: Feeney,Patrick (HHSC) [Patrick.Feeney@hhsc.state.tx.us] Subject: PAT FEENEY - TEMPLATE APPROVAL REQUEST: FY20 CPS/LRN-PREP Renewal Boilerplate Sent: Tue 3/12/2019 8:23 AM GMT -07:00 Importance: Normal Pat, Here is a boilerplate template review approval request for you - straight up renewal, additional funding, minor changes to SOW. Attached are Am No 2 (for approval), its attachments, base contract and Am No 1. This has a 7/1 start - so somewhat on the urgent side. This template will produce 2 other contracts. Thanks, Angela Best, Angela Angela D. Koke, CPA, JD Health and Human Services Commission Office of Chief Counsel Office 1 512.462.6375 Cell 1512.954.7630 Enterprise Legal Contracting DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD This e-mail communication may be confidential and/or privileged pursuant to Texas Government Code §§552.101, 552.103, 552.107 & 552.111, and should not be disclosed without the express authorization of the sender. Any dissemination, copying, or use of this email by or to anyone other than the designated and intended recipient(s) is unauthorized. If you have received this message in error, please delete it from your system immediately. DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0147-00001 AMENDMENT No. 02 RENEWAL 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" or singularly as the "Party," to that certain grant contract to provide funding for Level 3 chemical laboratory surge capacity activities, effective July 1, 2017, and denominated System Agency Contract No. 537-18-0147-00001 ("Contract"), as amended, now desire to further amend the Contract (Amendment No. 02). WHEREAS, System Agency has elected to extend the term of the Contract; WHEREAS, the Parties desire to revise the Budget to add funds for the Contract period beginning July 1, 2019, through June 30, 2020 ("Fiscal Year 2020" or "FY2020"); and WHEREAS, the Parties desire to add the FY2020 Statement of Work. Now, THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. SECTION III of the Signature Document, DURATION, is hereby amended to reflect a revised termination date of June 30, 2020. 2. SECTION IV of the Signature Document, BUDGET, is hereby amended to add TwO HUNDRED ONE THOUSAND ONE HUNDRED TWENTY-THREE DOLLARS (5201,123.00) in federal funding with the Grantee providing a total of TWENTY THOUSAND ONE HUNDRED TWELVE DOLLARS ($20,112.00) in match funds for the Fiscal Year of 2020. The total Contract amount is not to exceed SIX HUNDRED THREE THOUSAND THREE HUNDRED SIXTY-NINE DOLLARS ($603,369.00) in federal funding and SIXTY THOUSAND THREE HUNDRED THIRTY-SIX DOLLARS (560,336.00) in match funds for a combined total of SIX HUNDRED SIXTY-THREE THOUSAND SEVEN HUNDRED FIVE DOLLARS ($663,705.00). All expenditures under the Contract will be in accordance with the revised budget set forth herein. Funds provided in support of one Contract activity may only be used for that activity and may not be comingled with other funds provided under this Contract. 3. SECTION VIII of the Signature Document, NOTICE TO PROCEED, is hereby deleted in its entirety and replaced with the following: VIII. NOTICE TO PROCEED Funding for this Contract is dependent on the award of the applicable federal grant. No FY2020 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed to Grantee. This Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, System Agency Contract No. 537-18-0147-00001 Page 1 of 4 DocuSign Envelope ID: 23236065-3A3F-46C3-91 BB-7B02071A44FD as necessary. Notwithstanding the preceding, at the discretion of the System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. 4. ATTACHMENT B, BUDGET, is hereby amended by deleting the budget table in its entirety and replacing it with the following: Budget Categories FY18 Budget Summary (7/1/17 — 6/30/18) FY19 Budget Summary (7/1/18 — 6/30/19) FY20 Budget Summary (7/1/19 — 6/30/20) Total Budget Summary Personnel $96,660.00 $99,077.00 $101,568.00 $297,305.00 Fringe Benefits $39,940.00 $42,425.00 $43,491.00 $125,856.00 Travel $14,096.00 $10,427.00 $10,004.00 $34,527.00 Equipment $0.00 $0.00 $0.00 $0.00 Supplies $19,567.00 $15,514.00 $11,976.00 $47,057.00 Contractual $0.00 $0.00 $0.00 $0.00 Other $50,972.00 $53,792.00 $54,196.00 $158,960.00 Sum of Direct Costs $221,235.00 $221,235.00 $221,235.00 $663,705.00 Indirect Costs $0.00 $0.00 $0.00 $0.00 Sum of Direct Costs and Indirect Costs $221,235.00 $221,235.00 $221,235.00 $663,705.00 Required Match (Cash or In - Kind) $20,112.00 $20,112.00 $20,112.00 $60,336.00 TOTAL $221,235.00 $221,235.00 $221,235.00 $663,705.00 It is agreed that Grantee shall provide matching funds in the amount of $60,336.00 for the Contract term. 5. Attachment A.1, FY2019 Statement of Work shall be deleted in its entirety and replaced with ATTACHMENT A.2, FY2020 STATEMENT OF WORK, attached hereto and incorporated into the Contract as if fully set forth therein. 6. This Amendment No. 02 shall be effective July I, 2019. System Agency Contract No. 537-18-0147-00001 Page 2 of 4 DocuSign Envelope ID: 23236065-3A3F-46C3-9168-7802071A44FD 7. Except as amended and modified by this Amendment No. 02, all terms and conditions of the Contract, as amended, shall remain in full force and effect. 8. Any further revisions to the Contract shall be by written agreement of the Parties. 9. Undefined capitalized terms used herein shall be given the meanings ascribed to such terms in the Contract, as amended. SIGNATURE PAGE FOLLOWS System Agency Contract No. 537-18-0147-00001 Page 3 of 4 DocuSign Envelope ID: 23236065-3A3F-46C3-9188-7602071A44FD SIGNATURE PAGE FOR AMENDMENT No. 02 SYSTEM AGENCY CONTRACT No. 537-18-0147-00001 DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) By: Name: Annette Rodriguez Title: Health Director Date of Execution: Date of Execution: THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A.2 - FY2020 STATEMENT OF WORK ATTACHMENT C - FFATA System Agency Contract No. 537-18-0147-00001 Page 4 of 4 DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 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 Response 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 (PREP) — 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, Nueces, Aransas, Jim Wells, Kleberg, Victoria, Bee, Calhoun, Goliad, Jackson, Live Oak, and Refugio. 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 of not less than ten percent (10%) 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 subgrantee'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 System Agency Contract No. 537-18-0147-00001 Page 1 Docusign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 program (match can count only once per fiscal year); 6. Not be paid by the federal government under another award, except where 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. Follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and be supported by documentation reflecting the use of goods and/or 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. The costs 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 for Regional and Local Health Operations, 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, mobilize and dispatch staff or equipment purchased with funds from previous PHEP cooperative agreements and not performing critical duties in the jurisdiction served, to the affected area System Agency Contract No. 537-18-0147-00001 Page 2 DocuSign Envelope ID: 23236065-3A3F-46C3-91 BB-7B02071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 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. 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 all 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.gov/lab/eprLRN.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 System Agency Contract No. 537-18-0147-00001 Page 3 DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 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 an 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 essential lab services 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. W. Explore the capabilities and needs of sentinel laboratories. X. Inform System Agency of Grantee's plans, via email 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 fmancial 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. Initiate the purchase of all equipment approved in writing by the System Agency in the first quarter of the FY20 Contract term (July 1, 2019 — June 30, 2020), as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds System Agency Contract No. 537-18-0147-00001 Page 4 DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Contract must be submitted to the assigned System Agency contract manager. CC. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: 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. Controlled Assets are considered Supplies. DD. Maintain an inventory of equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on HHS System Agency Grantee's Property Inventory Report to the assigned System Agency contract manager by email not later than October 15 of each year. EE Not use System Agency funds to purchase buildings or real property without prior written approval from the System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre -approval. FF. At the expiration or termination of this Contract for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to System Agency. Title may be transferred to any other party designated by System Agency. The System Agency may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. GG. 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 in drills and exercises in the pre -event time period. Grantee will notify the Assigned Contract Manager in writing when this provision is implemented. HH. Comply with all applicable federal and state laws, rules, and regulations, as amended, including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and System Agency Contract No. 537-18-0147-00001 Page 5 DocoSign Envelope ID:23236065-3A3F-46C3-9188-7802071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 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. II. Comply with the following documents and resources, as amended, 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/capabilities/DSLR capabilities_July.pdf; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: http://www.hlswatch.com/wp- content/uploads/2011 /04/PPD-8-Preparedness.pdf; 4. Homeland Security Exercise and Evaluation Plan (HSEEP) Documents: https://www.preptoolkit.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. FY2018 Office of the Assistant Secretary for Preparedness and Response (OASPR) Hospital Preparedness Program — CFDA Number 93.074: http://www.phe.gov/preparedness/planning/hpp/pages/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 LRN 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 is 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 Fiscal Year 2020 start date. III INVOICE AND PAYMENT A. Grantee will request monthly payment using the Excel version of the State of Texas Purchase Voucher (Fonn 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 System Agency Contract No. 537-18-0147-00001 Page 6 DocuSign Envelope ID: 23236065-3A3F-46C3-91 BB-7802071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 (FSR -269A). Vouchers, supporting documentation and Financial Status Reports should be mailed or emailed to the addresses below. Department of State Health Services Claims Processing Unit, MC 1940 P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesnn,dshs.texas.gov & CMSInvoices(a,dshs.texas.gov B-13, B -13A, and supporting documentation should be sent to: invoices@dshs.texas.gov & CMSlnvoices ,dshs.texas.gov FSRs should be sent to: invoices@dshs.texas.gov, FSRGrants@dshs.texas.gov & CMSInvoices@dshs.texas.eov B. Grantee will be reimbursed on a monthly basis and in accordance with the Budget in Attachment B 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 all or part of advance funds at any time during the Contract's term. However, if the 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. E. 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, System Agency Contract No. 537-18-0147-00001 Page 7 DocuSign Envelope ID:23236065-3A3F-46C3-9188-7802071A44FD ATTACHMENT A.2 STATEMENT OF WORK July 1, 2019 through June 30, 2020 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. System Agency Contract No. 537-18-0147-00001 Page 8 DocuSign Envelope ID:23236065-3A3F-46C3-9166-7602071A44FD Attachment C 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 Annette Rodriguez Signature of Authorized Representative Title of Authorized Representative Health Director Date -1- Department of State Health Services Form 4734 — June 2013 DocuSign Envelope ID: 23236065-3A3F-46C3-91BB-7B02071A44FD Attachment C 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? n Yes n 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 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 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 ❑ 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 BIum:500000;Mary Redd:50000;Eric Gant:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 Certificate Of Completion Envelope Id: 232360653A3F46C3911387602071 A44FD Subject: Amending $663,705.000; 537-18-0147-00001; City of Corpus Christi A 2; CPS/LRN-PHEP Source Envelope: Document Pages: 25 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Signatures: 0 Initials: 0 Record Tracking Status: Original 4/15/2019 10:06:51 AM Signer Events Annette Rodriguez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign John Hellersted john.hellerstedt@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events CMS CMUcontracts@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Aparna Aavula apama.aavula@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Signature Signature Status Status Status Status Status COPIED COPIED Status: Sent Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.15 Location: DocuSign Timestamp Sent: 4/15/2019 10:18:15 AM Viewed: 4/16/2019 1:54:54 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/15/2019 10:18:14 AM Sent: 4/15/2019 10:18:14 AM Viewed: 4/15/2019 10:19:41 AM Carbon Copy Events Lauren Miller Lauren.Miller@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dina Chavez dina@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED COPIED Timestamp Sent: 4/15/2019 10:18:14 AM Sent: 4/15/2019 10:18:15 AM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps', Envelope Sent Hashed/Encrypted 4/15/2019 10:18:15 AM Payment Events Status Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 11, 2019 Second Reading Ordinance for the City Council Meeting June 18, 2019 DATE: May 10, 2019 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, MPH., Director of Public Health Annetter cctexas.com 361.826.7205 Acceptance of the Infectious Disease Control Unit/FLU-LAB grant in the amount of $10,000.00, and appropriation of the funds for the contract period September 1, 2019 through August 31, 2021. CAPTION: Ordinance authorizing the acceptance and appropriation of a grant contractforthe Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the Health Grants Fund to provide flu testing September 1, 2019 through August 31, 2021. PURPOSE: To provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health and medical providers and facilities in the Health Department's service area of Corpus Christi and Nueces County. BACKGROUND AND FINDINGS: Acceptance of this grant will require the Health District to test up to 200 clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications per year in the assigned service area of the grant contract. ALTERNATIVES: Refuse the grant and not provide the influenza surveillance services in the community. OTHER CONSIDERATIONS: None 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. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2019-2021 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $10,000 $10,000 BALANCE $10,000 $10,000 Comments: No fiscal impact to general fund. The grant does not require a cash or in-kind match by the City. Funding Detail: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 830940S Mission Element: 103 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000442100001 Ordinance Ordinance authorizing the acceptance and appropriation of a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the Health Grants Fund to provide flu testing September 1, 2019 through August 31, 2021. 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 $10,000.00 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, for the contract period of September 1, 2019 through August 31, 2021, to provide flu testing. 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 , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No HHS000442100001 UNDER THE LABORATORY RESPONSE NETWORK (LRN) INFLUENZA SURVEILLANCE AND EPIDEMIOLOGY GRANT PROGRAM I. PURPOSE The DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS"), 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 LRN influenza surveillance and epidemiology activities (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Govemment Code Chapter 791, and Chapters 12, 121, and 1001 of the Texas Health and Safety Code. III. DURATION The Contract is effective on September 1, 2019 and terminates on August 31, 2021, unless renewed, extended, 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. IV. BUDGET The total amount of this Contract will not exceed TEN THOUSAND DOLLARS ($10,000.00). All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. Grantee is allocated FIVE THOUSAND DOLLARS ($5,000.00) from September 1, 2019 to August 31, 2020 and FIVE THOUSAND DOLLARS ($5,000.00) from September 1, 2020 to August 31, 2021. Expenditures may not exceed the above allocated amounts within the specified time frames. V. NOTICE TO PROCEED Funding for this Contract is dependent on final legislative appropriations. No FY 2020 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed to grantee. This Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of the System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. VI. REPORTING REQUIREMENTS The Contract contains reporting requirements as stated in ATTACHMENT A, STATEMENT OF WORK. VII. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency The Department of State Health Services Attention: Caeli Paradise 1100 West 49th Street, MC 1990 Austin, TX 78756-4204 (512) 776-3767 Caeli.paradise@dshs.texas.gov Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Dante Gonzalez 1201 Leopard Street Corpus Christi, TX 78401 (361) 826-7323 danteg(%i cctexas.com VIII. 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, ovemight, signature required, to the appropriate address below: System Agency The Department of State Health Services Attention: General Counsel 1100 West 49th Street, MC 1911 Austin, TX 78756-4204 Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Annette Rodriguez 1201 Leopard Street Corpus Christi, TX 78401 t rnt;rr• Rive„ h., Grantee xx,ill he deemed effective when received by the System Agency. Either Party SIGNATURE PAGE FOLLOWS SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No HHS000442100001 SYSTEM AGENCY Date of execution: GRANTEE Annette Rodriquez Health Director Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. HHS000442100001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A ATTACHMENT B ATTACHMENT C ATTACHMENT D ATTACHMENT E STATEMENT OF WORK BUDGET HHSC UNIFORM TERMS AND CONDITIONS SUPPLEMENTAL AND SPECIAL CONDITIONS DATA USE AGREEMENT ATTACHMENTS FOLLOW ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Identify and recruit submitters of clinical specimens through discussions and an agreement with local health departments in the Grantee's service area. Grantee may contact Emerging and Acute Infectious Disease Branch (EAIDB) at FLUTEXAS@a,dshs.texas.gov for guidance on appropriate submitters; B. Receive clinical specimens Monday through Friday from designated submitters within the Grantee's service area; C. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2019 to August 31, 2020; D. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2020 to August 31, 2021; E. Perform on each specimen, the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses; F. Retain positive influenza specimens through the end of the Contract term; G. When directed by the Viral Isolation Team Lead and Medical Virology Group Manager within the Department of State Health Services (DSHS) Laboratory Services Section, appropriately submit the requested number of positive specimens to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas or to another public health laboratory designated by DSHS. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; H. Comply with DSHS EAIDB program established influenza surveillance protocol located at https://dshs.texas.gov/IDCU/disease/influenza/Texas-Influenza- Surveillance-Handbook.doc; I. Comply with Health and Safety Code Chapter §81.046 located at http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.81.htm; 1 DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 5, 2019 (Morbidity and Mortality Weekly Report (MMWR) week 40); K. DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 3, 2020 (Morbidity and Mortality Weekly Report (MMWR) week 40) for the 2nd year of the contract from September 1, 2020 to August 31, 2021; L. Ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Grantee. Grantee to notify DSHS when a submitter is not submitting specimens routinely; M. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before November 29, 2019, by electronic mail to EAIDB@dshs.texas.gov and FLUTEXAS@a dshs.texas.gov; N. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before November 27, 2020, by electronic mail to EAIDB@dshs.texas.gov and FLUTEXAS@dshs.texas.gov for the 2nd year of the contract from September 1, 2020 to August 31, 2021; 0. Perform testing weekly unless no samples were received that week; P. When requested, send samples of all specimens testing positive for influenza to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas or another public health laboratory designated by DSHS within ten (10) business days of request. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; Q. Provide and submit written weekly reports on the RT -PCR influenza testing results from the previous week, in the format provided by DSHS, each Monday, or if a holiday, the next business day beginning September 4, 2019 and continuing through the end of the Contract term. Reports should be sent by electronic mail to EAIDB • dshs.texas.gov and FLUTEXAS@dshs.texas.gov. All reports should be titled with the Contractor Name, Contract Number, IDCU/FLU LAB and the week of the report.; and R. In order to receive payment from DSHS, ensure compliance with reporting as follows: 1. Compliant Grantees submit weekly RT -PCR influenza testing result reports according to the format specified by DSHS; and 2. Non-compliant Grantees submit less than 80% of the weekly RT -PCR influenza testing reports according to the format specified by DSHS. IL PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in ATTACHMENT A and compliance with the Contract's terms and conditions. III. INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B- 13) at http://www.dshs.state.tx.us/grants/forms.shtm. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the addresses/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 FAX: (512) 776-7442 EMAIL: invoices@u,dshs.texas.gov and CMSinvoices@dshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. C. Grantee will initiate the purchase of all Equipment approved in writing by the DSHS in the first quarter of the Contract term, as applicable. Failure to timely initiate the purchase of Equipment may result in the loss of availability of funds for the purchase of Equipment. Requests to purchase previously approved Equipment after the first quarter in the Contract must be submitted to the assigned DSHS contract manager. D. Grantee will maintain an inventory of Equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on DSHS Contractor' s Property Inventory Report at http://www.dshs.texas.gov/contracts/forms.shtm to the assigned DSHS contract manager by e-mail not later than October 15 of each year. E. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: 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. Controlled Assets are considered Supplies. F. DSHS funds must not be used to purchase buildings or real property without prior written approval from the DSHS. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre -approval. G. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to DSHS. Title may be transferred to any other party designated by DSHS. The DSHS may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Grantee. ATTACHMENT B BUDGET Corpus Christi-Nueces County (City) Contract No. HHS000442100001 IqN I11Pj �I"eF1# F R�IIIVIIIIIh,I [Kt, II ber'1 2019 takorteaI ik get1111111iII i 1 pp p ��I II�II�I I11d '�I� v LI vl I� t� T'Personne`l,, �I° ..� s, I, it Il IIIPan kSeptember 11;NN2�0201 to Aa`g'dst 3111, h��,� I �siL IIl u.�Vu�V�II u'14 �I�IIIi�u'uw �� $0.00 otalo tnc�t ' Ii'I Ll,I II I II I a. moon ldl IIkpII �r gtIIII 6 �I'=!IIIIIIV'1 III,UII'�IIgII $0.00 i ILII Illl���lll`�^��1I�..II�jIII�I'n Equipment 4 Supp`"I esus II IiDDIIIL:IIII', V4'J I IIIIWI IIIIIt,LJ]I_,I'I`I Contractual $0.00 �I until tlIIhI�1I�I i h 01[1, II I1II I11 ILHI>IuII I, $0.00 $0.00 ��Ilr 411IIIOtherllu Total Direct Charges -ATE,4U1 h1n ul eatr Total $5,000.00 Y9NiIIIllrrY''I, $0.00 �I�I�VpJIUIIIP�9��$,Io I1 $10,000.00 PI $5,000.00 $5,000.00 $10,000.00 ATTACHMENT C HHSC UNIFORM TERMS AND CONDITIONS — GRANT HHSC Uniform Terms and Conditions Version 2.15 Published and Effective: September 1, 2017 Responsible Office: Chief Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.15 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 Fluids 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 10 5.01 General Affirmations 10 5.02 Federal Assurances .. . .. 10 5.03 Federal Certifications 10 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 11 Grantee Uniform Terms and Conditions Page 2 of 19 v.9.1.17 7.03 Response/compliance with audit or inspection findings .. 12 7.04 SAO Audit 12 7.05 Confidentiality 12 7.06 Public Information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12 8.01 Contract Management 12 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 13 ARTICLE DC MISCELLANEOUS PROVISIONS 13 9.01 Amendment - - 13 9.02 Insurance 13 9.03 Legal Obligations ... .. .. 14 9.04 Permitting and Licensure 14 9.05 Indemnity 14 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 15 9.09 Governing Law and Venue - 16 9.11 Survivability 16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 9.15 Prohibition on Non -compete Restrictions 17 9.16 No Waiver of Sovereign Innnunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 17 9.20 Employment Verification 17 9.21 Civil Rights 17 Grantee Uniform Terms and Conditions Page 3 of 19 v. 9.1.17 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following teens 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, temps, 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 Unifonn Teens 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 the work product(s) required to be submitted to the System Agency including alt reports and project documentation. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "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. May also be referred to as "Contractor" in certain attachments. "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 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.ms/procurement/prog/hub/mentorprotege/. Grantee Uniform Terms and Conditions Page 4 of 19 v. 9.1.17 "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 finds provided under this Contract. "Public hnfonnation 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 or "RFA"" 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" or "Application" means Grantee's fill 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 TexfrnveP' means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "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: HHSC and the Department of State Health Services. "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 deemed terms are equally applicable to the singular and plural fonns 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 runless 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 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 Grantee Uniform Terms and Conditions Page of 19 v. 9.1.17 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 rehnbursement 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 hill 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 the end of the term of the Contract. Reimbursement or payment requests received in the System Grantee Uniform Terms and Conditions Page 6 of 19 v. 9.1.17 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 fmancial 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 teen, 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 altemative, 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. Grantee Uniform Terms and Conditions Page 7 of 19 v. 9.1.17 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use fiends 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 Terns and Conditions Page 8 of 19 v. 9117 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 detemline 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 fmancial 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 firlfill 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. 9.117 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 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. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. 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. HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Fonn. If Grantee fails to complete the Single Audit Determination Form within thirty (30) calendar days after notification by HHSC Single Audit Services to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit must competitively re - procure single audit services once every six years. Grantee shall procure audit servicesin compliance with this section, state procurement procedures, as well as with the provisions of UGMS. 4.03 Submission of Audit Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program -Specific Audit to the System Agency as directed in this Contract and another copy to: single_audit_report(ihhsc.state.tx.us 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. Grantee Uniform Terms and Conditions Page 10 of 19 v. 9.1.17 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. 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 finds, 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 Grantee Unifomr Terms and Conditions Page 11 of 19 v.91.17 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 requesta 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 finds 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 hill force and effect following termination or cessationof 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; Grantee Uniform Terms and Conditions Page 12 of 19 v. 9.1.17 b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with teen 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 vile. 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 The System Agency may tenninate 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 detemhined by the System Agency. Grantee will provide evidence of insurance as required Grantee Uniform Terms and Conditions Page 13 of 19 v.9.1.17 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 teen 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 taw. 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 Grantee Uniform Terms and Conditions Page 14 of 19 v. 9.1.17 d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF MW 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. 9M7 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. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper pemnits 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 Grantee Uniform Terms and Conditions Page 15 of 19 v. 9.1.17 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. 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 Grantee Uniform Terms and Conditions Page 16 of 19 v. 9.1.17 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. 9.19 Proper Autirmity 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 teen 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 antidiscrimination 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 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 Grantee Uniform Terms end Conditions Page l 7 of 19 v.9.1.11 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 11115 website at: httn://hhscx.hhsc.texas.uov/system-support- services/civil-rights/publications 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 trust 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. 51a Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Grantee Uniform Terms and Conditions Page 18 of 19 v. 9.1.17 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 v.9.1.17 ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS There are no Supplemental Conditions for this Contract that modifies this Contract's HHS Uniform Terms and Conditions. SPECIAL CONDITIONS SECTION 10.01 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 10.02 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. SECTION 10.03 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 10.04 Grantee's Notification of Change of Contact Person or Kev 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. terrorist, and/or bioterrorism events, declared as a state disaster by the Govemor, 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. SECTION 10.06 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 avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. SECTION 10.07 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. 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. .,.,too .,,;u nrn-whis and invniee fnr cervices in the same manner that is stated in the 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. SECTION 10.08 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: a. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b. Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c. Applying to all employees and visitors in this designated area; and d. Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. HHS DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. 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 CONTRACTOR, and describe CONTRACTOR'srights and obligations with respect to the 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' 11118, 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 orUnifonn 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 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 1 of 15 (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 AuthorizedPurpose 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 "PHP"); (3) Ch. 521; (4) Federal Tax Information' (5) Individuallv Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; Sensitive Personal Information defined by Texas Business and Commerce Code (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 Goverment 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 infonnation to prevent any portion of the Confidential Information from being used in HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 2 of 15 a manner that is not expressly an Authorized Puroose under this DUA or as Required by Law. 45 CFR 164.502(0)(1); 45 CFR 164.514(4 (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 User's Workforce or Subcontractors (as defined in 45 CFR 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 lutique 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)O; 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 request45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(6)(1) (D) CONTRACTOR will not, except as otherwise pemvtted 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 fiuther. identify Confidential lnformation 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 firm HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (i) 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 pennit, 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 164.501(e)(1)(ti); 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 3 of 15 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). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to 11118 for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ti)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to 11115 the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements ofthe 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 11118' 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). 11113 Data Use Agreement 07101513IPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 4 of 15 (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) (+i) (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) (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 HITS 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 Conunission 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 DUAto 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 hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) 11113 Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 5 of 15 (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information CONTRACTOR will complete and retum 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 PHL 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 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 111-15 request. 45 CFR 164.308(0(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 time date they agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 6 of 15 (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(4); 164.5300(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(4). (Z) 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 atime 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)(4((I). (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 molten includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law, 11115 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 PI "secure" means de -identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312; 164.530(4). (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 riles and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; The Privacy Act of 1974; OMB Memorandum 07-16; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 7 of 15 • 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 Inforation 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 hmfmmation 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 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. 11115 Data Use Agreement 071015IIIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 8 of 15 (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 161.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Infommation, 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 atimeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Seeurity 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 Contractsfor 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 conununicate 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 amommt of Confidential Information involved; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 9 of 15 (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 itis a preferred contact method, to the extent known or can be reasonably detemrined 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 HITS 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 hann 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) Areasonable 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 11115 Data Use Agreement 07I015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 10 of 15 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 fmal assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with 11115 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. 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 orthird-parties, as specified by 11115 following a Breach. (B) CONTRACTOR shall give 11115 an opportunity to review and provide feedback to CONTRACTOR and to confimi 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, forthe Individual to obtain additional information. (C) CONTRACTOR will provide 11115 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 11118 delegates notice requirements to CONTRACTOR, 111-18 shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's infommation requests in order to make such notifications and reports. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 11 of 15 ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be perfonned 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 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 detennines 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, 11115's agent(s) include, without limitation, the THIS 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) 11115 may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration ofthis DUAwill 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 temp of this DUA; HHS may in its sole discretion: HHS Data Use Agreement 071015111PAA Omnibus Compliant October, 2015 TACCHO VERSION Page 12 of 15 (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 11115 intends totake if the alleged violated is not timely cured by CONTRACTOR. (D) Ifneither 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. 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 venae 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 11118 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 11115 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 13 of 15 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 govenunental 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 at 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, eachparty will bear their own legal expenses and the other cost incurred in that action or proceeding. 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. If any provision of the Base Contract, including any General Provisions or Uniform Terns 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 hiformation 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 14 of 15 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 15 of 15 Certificate Of Completion Envelope Id: 5A718596854A4519A6CA3991153AC1F1 Status: Sent Subject: New $10,000; HHS000442100001; Corpus Christi-Nueces County Public Health District; DSHS/CMS/LIDS Source Envelope: Document Pages: 53 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Signatures: 0 Initials: 0 Record Tracking Status: Original 4/4/2019 10:50:58 AM Signer Events Annette Rodriquez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Imelda Garcia imeldam.garcia@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Texas Health and Human Services Commission PCS_DocuSig n@h hsc.state.tx. us Signature In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events " Status £K44K£P Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.16 Location: DocuSign Timestamp Sent: 4/4/2019 10:55 33 AM Viewed: 4/8/2019 2:22:12 PM Timestamp Timestamp Timestamp' Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events CMU Mailbox cmucontracts@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Delgado rohorra rlolnnrinrnlhher efafo hr pie Status COPIED COPIED 1 Timestamp, Sent: 4/4/2019 10:55:32 AM Sent: 4/4/2019 10:55:32 AM Caeli Paradise Caellparadise@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dante Gonzalez Danteg@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events COPIED COPIED Signature Envelope Summary Events Status Envelope Sent Payment Events Hashed/Encrypted Status Sent: 4/4/2019 10:55:32 AM Viewed: 4/4/2019 10:57:23 AM Sent: 4/4/2019 10:55:33 AM Timestamp Timestamps 4/4/2019 10:55:33 AM Timestamps` AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 11, 2019 Second Reading Ordinance for the City Council Meeting June 18, 2019 DATE: May 10, 2019 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, M.P.H., Director of Public Health Annetter(a�cctexas.com 361.826.7205 Acceptance of the Tuberculosis Prevention and Control -State (TB/PC-STATE) grant in the amount of $61,645.00 with a grant match of $12,329.00, and appropriation of the funds for the contract period September 1, 2019 through August 31, 2020. CAPTION: Ordinance authorizing the acceptance and appropriation of a grant contractfortheTuberculosis Prevention and Control -State (TB/PC-STATE) grant in the amount of $61,645.00, from the Texas Department of State Health Services in the Health Grants Fund with a City match of $12,329.00, to provide tuberculosis prevention and control services September 1, 2019 through August 31, 2020. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District (CCNCPHD). BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant contract amendment in the amount of $61,645.00 to provide for personnel costs, supplies and other expenses to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the CCNCPHD. Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($12,329.00) of the grant amount of $61,645.00. DSHS is allowing the CCNCPHD to use 20% of the annual salary of a CCNCPHD (County) Public Health Nurse working in the TB Clinic who is paid by the Nueces County General Fund to satisfy the 20% grant match requirement. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control tuberculosis in the community. OTHER CONSIDERATIONS: None 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 DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $61,645 $61,645 BALANCE $61,645 $61,645 Comments: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($12,329) of the grant amount of $61,645. The City match has been included in1020 General Fund under Org 12615 TB Clinic. Funding Detail: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 830420S Mission Element: 102 Provide & Manage Medical Clinics Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS000461700001 Ordinance Ordinance authorizing the acceptance and appropriation of a grant contract for the Tuberculosis Prevention and Control -State (TB/PC-STATE) grantintheamount of $61,645.00, from the Texas Department of State Health Services in the Health Grants Fund with a City match of $12,329.00, to provide tuberculosis prevention and control services September 1, 2019 through August 31, 2020. 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 grant from the Texas Department of State Health Services in the amount of $61,645.00, for the contract period of September 1, 2019, through August 31, 2020, to provide tuberculosis prevention and control services with a City match of $12,329.00 Section 2: That the grant in the amount of $61,645.00, is appropriated in the No. 1066 Health Grants Fund to continue the TB/PC-STATE grant in the Health Department. Section 3: 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 4: 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 , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D SIGNATURE DOCUMENT FOR TEXAS DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000461700001 UNDER THE TUBERCULOSIS PREVENTION AND CONTROL - STATE GRANT PROGRAM I. PURPOSE The Department of State Health Services ("DS115" or "System Agency") and Corpus Christi- Nueces County Public Health District ("Grantee"), each a "Party" and collectively the "Parties", enter into the following grant contract to provide funding for Tuberculosis Prevention and Control - State Grant Program (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Texas Health and Safety Code Chapters 12 and 1001. III. STATEMENT OF SERVICES TO BE PROVIDED Grantee shall perform services related to the Tuberculosis Prevention and Control - State ("TB/PC-State") Program in accordance with the Statement of Work, and Payment for Services Provided, attached and incorporated as Attachments A and B, respectively. IV. DURATION The Contract is effective on September 1, 2019, and terminates on August 31, 2020, unless renewed, extended, or terminated pursuant to the terms and conditions of the Contract. DSHS, at its sole discretion, may extend this Contract for any period(s) of time, provided the Contract term, including all extensions or renewals, does not exceed two years. V. PAYMENT FOR SERVICES PERFORMED The total amount of this Contract will not exceed $61,645.00 in state funding with the Grantee providing a total of $12,329.00 in matching funds, for a combined total of $73,974.00. Grantee will provide a cash match of no less than 20% of DSHS' share of actual expenditures up to the budgeted match amount. All expenditures under the Contract will be in accordance with Attachment B, Payment for Services Provided. VI. CONTRACT REPRESENTATIVES The following will act as the designated representative authorized to administer activities, communications, and non -legal notices under this Contract on behalf of their respective Party. DSHS Grantee Ebony White, CTCM Corpus Christi-Nueces County Public Health 1100 West 49th Street, MC 1990 District Austin, Texas 78756 1702 Horne Rd. (512) 776-2152 Corpus Christi, Texas 78416 Page 1 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D ebony.white(a,dshs.texas.gov (361) 826-7205 annetter(acctexas.com Either Party may change its designated Contract Representative by providing written notice to the other Party. VII. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by DSHS either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, ovemight, signature required, to the appropriate address below: DSHS Department of State Health Services Attention: Office of the General Counsel 1100 West 49th Street, MC 1911 Austin, Texas 78756 Grantee Corpus Christi-Nueces County Public Health District Attention- Annette Rodriguez 1702 Horne Rd. Corpus Christi, Texas 78416 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. VIII. REPORTING REQUIREMENTS Grantee shall satisfy all reporting requirements as set forth within Section IV of Attachment A, Statement of Work. IX. PRIVACY, SECURITY, AND BREACH NOTIFICATION Grantee certifies it is, and shall remain for the term of this Contract, in compliance with all applicable state and federal laws and regulations with respect to privacy, security, and breach notification in accordance with the Data Use Agreement attached and incorporated into this Contract by reference. SIGNATURE PAGE FOLLOWS Page 2 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-OB012CD82E4D SIGNATURE PAGE FOR DSHS CONTRACT No HHS000461700001 Department of State Health Services City of Corpus Christi By: By: Name: Annette Rodriguez Date of Execution: Title: Health Director Date of Execution: The following Attachments to this DSHS Contract are hereby incorporated by reference: Attachment A — Attachment B — Attachment C — Attachment D — Attachment E — Attachment F — Statement of Work Payment for Services Provided HHSC Uniform Terms and Conditions - Grant (Version 2.16) HHSC TB/PC Supplemental and Special Conditions (Version 1.0) TX HHS Data Use Agreement (Version 8.4 March 15, 2018) Non -Exclusive List of Applicable Laws ATTACHMENTS FOLLOW Page 3 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-8513E-0B012CD82E4D Attachment A Statement of Work I. Grantee Responsibilities Grantee will: A. Establish parameters in which local health departments ("LHDs") receiving state funds will deliver services to maintain an effective infrastructure that promotes consistent public health practices for the health and well-being of Texans. B. Comply with all applicable federal and state statutes and regulations, policies and guidelines as revised. C. Comply with the most current version of the DSHS Tuberculosis Work Plan that is currently available online and can be accessed at: http://www.dshs.texas.gov/idcu/ disease/tb/policies/. D. Provide matching funds of no less than 20% of the total budget reflected in the Contract. E. Provide match at the required percentage or DSHS may withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met. No federal or other grant funds can be used as part of meeting the match requirement. F. Ensure no DSHS funds or matching funds are used for: 1. Entertainment, or 2. Sectarian worship, instruction, or proselytization. Food and incentives are allowed using DSHS funds, but are not allowed for matching funds. G. Not lapse more than 1% of the total funded amount of the Contract. During the term of this Contract, DSHS reserves the right to decrease funding amounts as a result of the Grantee's budgetary shortfalls and/or due to the Grantee lapsing more than 1% of total funds. H. Maintain and adjust spending plan throughout the Contract term to avoid lapsing funds. I. Maintain staffing levels to meet required activities of the Contract and to ensure all funds in the personnel category are expended. J. Agree to read the Texas Health and Human Services Commission Grant Technical Assistance Guide ("GTAG"), and work with DSHS staff regarding the management of funds received under this Contract that is currently available online and can be accessed at: https://www.dshs.texas.gov/contracts/gtag.aspx. Page 4 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D K. Enter all collected TB information into the DSHS-designated state TB information system, including all data fields on the Report of Verified Case of Tuberculosis, TB340, any laboratory results received locally and any additional clinical information, according to documented timelines and specifications. Data entered into DSHS data systems will be considered submitted to DSHS. II. Performance Measures DSHS will monitor the Grantee's performance of the requirements set forth within the Statement of Work (Attachment A) and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures, Grantee will respond to any finding in a written narrative explaining the barriers and the plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the Contract regarding breach. III.Invoice And Payment A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.texas.gov/grants/forms/b13form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesna,dshs.texas.gov B. Grantee will be paid on a cost reimbursement basis and in accordance with the Payment for Services Provided in Attachment B of this Contract. C. Grantee must submit final Financial Status Report ("FSR") and final reimbursement or payment request no later than forty-five (45) calendar days following the end of the Contract term. IV. Programmatic Reporting Requirements Report Name Frequency Period Begin Period End Due Date FY20 Narrative Report Annually Sept. 1, 2019 August 31, 2020 March 25, 2020 FSR & Match Reimbursement/Certification Form ("Form B -13A") Quarterly Sept. 1, 2019 Nov. 30, 2019 Dec. 31, 2019 FSR & Form B -13A Quarterly Dec. I, 2019 Feb. 29, 2020 March 31, 2020 FSR & Form B -13A Quarterly March 1, 2020 May 31, 2020 June 30, 2020 FSR & Form B -13A Quarterly June 1, 2020 August 31, 2020 October 17, 2020 Page 5 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D Submission Instructions: Annual Report: Submit program reports to the TB Reporting Mailbox: TBContractReporting@dshs.texas.gov Financial Status Reports: Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, Texas 78714-9347 Fax: (512) 458-7442 Email: invoices@dshs.texas.gov and CMSinvoices@dshs.texas.gov (Remainder of Page Intentionally Left Blank) Page 6 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-OB012CD82E4D Attachment B Payment for Services Provided Organization Name: Corpus Christi-Nueces County Public Health District Program ID: TB/PC-State Contract Number: HHS000461700001 • Budget Categories' Personnel DSIISFunds Cash Match' Category TotalS $26,804.00 $12,329.00 $39,133.00 Fringe Benefits $12,330.00 $0.00 $12,330.00 Travel $3,187.00 $0.00 $3,187.00 Equipment $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $19,324.00 $0.00 $19,324.00 Other $0.00 $0.00 $0.00 Total Direct Costs $61,645.00 $12,329.00 $73,974.00 Indirect Costs $0.00 $0.00 $0.00 Totals: $61,645.00 12,329.00 $73,974.00 (Remainder of Page Intentionally Left Blank) Page 7 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D Attachment C HHSC uniform Terms and Conditions Version 216 Published and Effective: February 1, 2019 Responsible office: Chief Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.16 Page 8 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-08012CD82E4D TABLE OF CONTENTS ARTICLE L DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.1 Defmitions 4 1.2 Interpretive Provisions 6 ARTICLE IL PAYMENT METHODS AND RESTRICTIONS 6 2.1 Payment Methods 6 2.2 Final Billing Submission 7 2.3 Financial Status Reports (FSRs) 7 2.4 Use of Funds 7 2.5 Use for Match Prohibited 7 2.6 Program Income 7 2.7 Nonsupplanting 8 2.8 Allowable Costs - 8 2.9 Indirect Cost Rates 8 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 Funding 8 3.2 No Debt Against the State 8 3.3 Debt and Delinquencies 8 3.4 Recapture of Funds 8 ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 9 4.1 Allowable Costs. 9 4.2 Audits and Financial Statements 10 4.3 Submission of Audits and Financial Statements 11 ARTICLE V. AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 11 5.1 General Affirmations 11 5.2 Federal Assurances 11 5.3 Federal Certifications 11 ARTICLE VI. INTELLECTUAL PROPERTY 11 6.1 Ownership of Work Product 11 6.2 Grantees Pre-existing Works 12 6.3 Agreements with Employees and Subcontractors 12 6.4 Delivery Upon Termination or Expiration 12 6.5 Survival 12 H HSC Grantee Uniform Terms and Conditions Page 2 of20 v. 2.16 Effective 02/01/2019 Page 9 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D ARTICLE VII. RECORDS, AUDIT, AND DISCLOSURE 13 7.1 Books and Records 13 7.2 Access to Records, Books, and Documents 13 7.3 Response/Compliance with Audit or Inspection Findings 13 7.4 SAO Audit 14 7.5 Confidentiality 14 ARTICLE VIIL CONTRACT MANAGEMENT AND EARLY TERMINATION 14 8.1 Contract Remedies 14 8.2 Termination for Convenience 14 8.3 Termination for Cause 14 ARTICLE IX. MISCELLANEOUS PROVISIONS 15 9.1 Amendment 15 9.2 Insurance 15 9.3 Legal Obligations 15 9.4 Permitting and Licensure 16 9.5 Indemnity 16 9.6 Assignments 16 9.7 Independent Contractor 17 9.8 Technical Guidance Letters 17 9.9 Dispute Resolution 17 9.10 Governing Law and Venue 17 9.11 Severability 17 9.12 Survivability 18 9.13 Force Majeure 18 9.14 No Waiver of Provisions 18 9.15 Publicity 18 9.16 Prohibition on Non -compete Restrictions 18 9.17 No Waiver of Sovereign Immunity 18 9.18 Entire Contract and Modification 19 9.19 Counterparts 19 9.20 Proper Authority 19 9.21 E -Verify Program.. . . . . 19 9.22 Civil Rights 19 HHSC Grantee Uniform Tums and Conditions Page 3 of20 v. 2.16 fiffeclive 02/01/2019 Page 10 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CDB2E4D ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 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, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters. "Attachment" means documents, tenns, conditions, or information added to This Contract following the Signature Document or included by reference, and made a part 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 for all purposes. "Deliverable" means the work product(s), including all reports and project documentation, required to be submitted by Grantee to the System Agency. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "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. May also be referred to as "Contractor" in certain. attachments. "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 Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work, pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain naive registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. HHSC Grantee Uniform Terms and Condition Page 4 of20 v. 2.16 EBecive 02/01/2019 Page 11 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-OB012CD82E4D "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http://www.window.state.tx.us/procurement/progIlmb/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 finds provided under this Contract. "Public Information Act" or "PGA" means Chapter 552 of the Texas Govenunent Code. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" or 'Request for Applications (RFA)" means the document (including all amendments and attachments) issued by the System Agency under which applications for Program finds were requested, which is incorporated by reference for all purposes in its entirety. "Solicitation Response" or "Application" means Grantee's full and complete response (including any attachments and addenda) to the Solicitation, which is incorporated by reference for all purposes in its entirety. "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 Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "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, authorized representatives and designees of those agencies. These agencies include: HHSC and the Department of State Health Services. "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. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's perfonnance of its duties under the Contract or through use of any funding provided under this Contract. "Uniform Grant Management Standards" or "UGMS" means unifonn grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas HFISC Grantee Uniform Terms and Conditions Page 5 of 20 v. 2.16 Effective 02/01/2019 Page 12 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CDS2E4D Government Code, to promote the efficient use of public fiends in local government and in programs requiring cooperation among local, state, and federal agencies. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural fonns. 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 tenn `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 Amendments and other modifications, 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 tenn 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, 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 2.1 PAYMENT METHODS A. Except as otherwise provided by this Contract, the payment method will be one or more of the following: i. 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 timeof the request; u. 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 iu. Advance payment. This payment method is based on disbursal of the minimum necessary fiends to carry out the Program or Project where the Grantee has HHSC Grantee Uniform Terms and Conditions Page 6 of 20 v. 2.16 Effective 02/01/2019 Page 13 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law, state and federal regulations, and at the sole discretion of the System Agency. B. Grantee 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. 2.2 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 the end of the term of the Contract. Rehnbursement orpayment requests received after the deadline may not be paid. 2.3 FINANCIAL STATUS REPORTS (FSRS) Except as otherwise provided, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to System Agency by the last business day of the month following the end of each quarter for System Agency review and fmancial assessment. Grantee shall submit the fmal FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.4 USE OF FUNDS Grantee shall expend funds under this Contract only for approved services and for reasonable and allowable expenses directly related to those services. 2.5 USE FOR MATCH PROHIBITED Granteeshall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System. Agency. 2.6 PROGRAM INCOME Income directly generated from funds provided under this Contract or earned only as aresult of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use Program Income, as provided in UGMS Section III, Subpart C, .25(g)(2), to further the Program, and. Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract temr, when earned, 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 Program Income for the purposes and under the conditions specified in this Contract. HHSC Grantee Uniform Terms and Conditions Page 7 of20 v. 2.16 Effective 01/01/2019 Page 14 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-B5BE-0B012CDS2E4D 2.7 NONSUPPLANTING Grant fiords may be used to supplement existing, new or corresponding programming and related activities. Gram fimds may not be used to supplant (replace) existing fimds in place to support current programs and related activities. 2.8 ALLOWABLE COSTS 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 agreethat all the requirements of the UGMS apply to this Contract, including the criteria for Allowable Costs. Additional federal requirements apply if this Contract is funded, in whole or in part, with federal funds. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable contracts. Grantee will provide the necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and Uniform Grant Management Standards (UGMS). ARTICLE IIL STATE AND FEDERAL FUNDING 3.1 FUNDING This Contract is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability of state funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages, that are caused or associated with such termination, or cancellation, and System Agency will not be required to give prior notice. 3.2 NO DEBT AGAINST THE STATE This Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBT AND DELINQUENCIES Grantee agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support. 3.4 RECAPTURE OF FUNDS A. At its sole discretion, the System Agency may 1) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s), or ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice - HHSC Grantee Uniform Terms and Conditions Page 8 of 20 v. 2.16 Effective 02/01/2019 Page 15 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-013012CD82E4D any funds enoneously paid by System Agency which are not expressly authorized under the Contract. B. "Overpayments" as used in this Section include payments (1) 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 shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.1 ALLOWABLE COSTS A. 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 tenn to be eligible for reimbursement under this Contract. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. 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 requiretnents, and administrative requirements include, but are not limited to: Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local, and Tribal Governments 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organi>ations 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS HHSC Grantee Uniform Terms and Conditions Pare 9 of20 v. 216 Effective 02/01/2019 Page 16 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization Contract Cost Subpart F and UGMS other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. Principles and Procedures, or Unifonn cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency UGMS B. 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. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee will be subject to the sanctions and remedies for non-compliance With this Contract. ii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal finds awarded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of' state agency awards. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. iv. 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. v. Each Grantee that is required to obtain a single audit must competitively re -procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program - specific audit, must provide financial statements. HHSC Grantee Uniform Terms and Conditions Page 10 of20 v. 2.16 Effective 02/01/2019 Page 17 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically one copy of the single audit or program -specific audit to the System Agency via: i. HHS portal at: or, https://hhsnortal.hhs.state.tx.us/heattwebextrMhscSau ii. Email to: single_audit_reportQhhsc.state.tx.Bs. 13. Financial Statements Due no later than nine months after the Grantee's fiscal year end, Grantees which are not required to submit an audit, shall submit electronically financial statements via: i. HHS portal at: httvs://kdisoortal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single_audit report@hhsc.state.tx.us. ARTICLE V. AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 GENERAL AFFIRMATIONS Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Doctunent, the Grantee has reviewed the General Affirmations and that Granteeis in compliance with all requirements. 5.2 FEDERAL ASSURANCES Grantee further certifies that, to The extent Federal Assurances are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Assurances and that Grantee is in compliance with all requirements. 5.3 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, and regulations, as they may pertain to this Contract. ARTICLE VI. INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a "work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated HHSC Grantee Uniform Terms and Conditions Page 11 of20 v. 2.I6 Effective 02/01/2019 Page 18 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Grantee agrees to execute all papers and to perform such other property rights as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty -free, transferable, irrevocable, and perpetual license, with the right to sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. 6.2 GRANTEE'S PRE-EXISTING WORKS To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Contract ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works, and Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty -free, transferable, worldwide right and license, with the right to sublicense, to use, modify, copy, create derivative works of, publish, publicly perforin and display, sell, offer to sell, make and have made, the Incorporated Pre- existing Works, in any medium, with or without the associated Work Product. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre-existing Works to System Agency. 6.3 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI. 6.4 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination orexpiration of the Contract or upon System Agency's request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities underthe Contract without the prior written consent of System Agency. 6.5 SURVIVAL The provisions and obligations of this Article VI survive any termination or expiration of the Contract. HHSC Grantee Uniform Tern's and Conditions Page 12 of 20 v. 2.16 Effective 02/01/2019 Page 19 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CDS2E4D ARTICLE VII. RECORDS, AUDIT, AND DISCLOSURE 7.1 BOOKS AND RECORDS Grantee shall keep and maintain under GAAP or GASB, as applicable, fill, 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 ofthis Contract and all state and federal notes, regulations, and statutes. Unless otherwise specified in this Contract, Grantee shall 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. 7.2 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 shall 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 shall 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 shall 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 Office of the Texas Attorney General, and any successor agencies. Each oft hese 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 shall produce original documents related to this Contract. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' 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 services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall 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. HHSC Grantee Uniform Terms and Conditions Page 13 of 20 v. 2.16 Effective 02/01/2019 Page 20 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 7.4 SAO Alan A. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The 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, under the direction of the legislative audit committee, 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 state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. B. Grantee shall comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 7.5 CONFIDENTIALITY Grantee shall maintain as confidential, and shall not disclose to third parties without System Agency's prior written consent, any System Agency infonnation including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Contract. ARTICLE VIII. CONTRACT REMEDIES AND EARLY TERMINATION 8.1 CONTRACT REMEDIES To ensure Grantee's full perfonnance of the Contract and compliance with applicable law, the System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to: i. suspending all or part of the Contract; ii. requiring the Grantee to take specific actions in order to remain in compliance with the Contract; iii. recouping payments made by the System Agency to the Grantee found to be in error; iv. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; v. imposing any other remedies, sanctions or penalties authorized under this Contract or permitted by federal or state statute, law, regulation or rule. 8.2 TERMINATION FOR CONVENIENCE The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency detennines 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. The System Agency's right to terminate the Contract for convenience is cumulative of all rights and remedies which exist now or in the future. 8.3 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: HHSC Grantee Uniform Terms and Conditions Page 14 of 20 v. 2.16 Effective 02/01/2019 Page 21 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D i. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, in 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. ii. 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. ARTICLE IX. MISCELLANEOUS PROVISIONS 9.1 AMENDMENT The Contract may only be amended by an Amendment executed by both Parties. 9.2 INSURANCE A. Unless otherwise specified in this Contract, Grantee shall 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 Depmhuent of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee shall 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 temps of this Contract, Grantee shall 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. B. 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. 9.3 LEGAL OBLIGATIONS Grantee shall 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 shall be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. HMSO Grantee uniform Terms and Conditions Page 15 of 20 v. 2.16 Effective 02/01/2019 Page 22 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-06012CD82E4D 9.4 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall 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 shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Contract. 9.5 INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH. THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS. OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indenudfy Grantee or any other entity under the Contract. 9.6 ASSIGNMENTS A. 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. B. 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. HHSC Grantee Uniform Turns and Conditions Page 16 of 20 v. 2.16 Effective 02/01/2019 Page 23 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-856E-0B012CD82E4D 9.7 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third -party service providers shall serve as independent contractors in providing the services tinder the Contract. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. Should Grantee subcontract any of the services required in the Contract, Grantee expressly understands and acknowledges that in entering such subcontract(s), System Agency is in no manner liable to any Subcontractor(s) of' Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Contract shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 9.8 TECHNICAL GUIDANCE LETTERS hl 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 (TGL). 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 for all purposes when it is issued. 9.9 DISPUTE RESOLUTION A. The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the Contract. B. If a contract dispute arises that cannot be resolved to the satisfaction of the Parties, either Party may notify the other Party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen (14) days of the written notification, the Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve the dispute. This provision will not apply to any matter with respect to which either Party may make a decision within its respective sole discretion. 9.10 GOVERNING LAW AND VENUE The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 9.11 SEVERABILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non- HHSC Grantee Uniform Terms and Conditions Page 17 of 20 v. 2.16 Effective 02/01/1019 Page 24 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 9.12 SURVIVABILITY Expiration or termination of the Contract for any reason does not release Grantee from any liability or obligation set forth in the Contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination. 9.13 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perfomm. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. 9.14 No WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terns of the Contract shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 9.15 PUBLICITY A. 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. B. 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. 9.16 PROHIBITION ON NON -COMPETE RESTRICTIONS Grantee shall 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. 9.17 No WAIVER OF SOVEREIGN IMMUNITY Nothing in the Contract will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Contract shall not constitute or be construed as a waiver of HI-ISC Grantee Uniform Terms and Conditions Page 18 of 20 v. 2.16 Effective 02/01/2019 Page 25 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CDS2E4D any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract. 9.18 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. 9.19 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. 9.20 PROPER AUTHORITY Each Party represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. 9.21 E -VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Department. of Homeland Security's E -Verify system to determine the eligibility of: i. all persons employed to perform duties within Texas during the term of the Contract; and ii. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Contract within the United States of America. 9.22 CIVIL RIGHTS A. Grantee agrees to comply with state and federal anti -discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seg.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); v. Title PC of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U. S.C. §2011 et seg.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Contract. B. 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 HHSC Grantee Uniform Terms and Conditions Page 19 of 20 v.2.16 Effective 02/01/2019 Page 26 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. C. 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 meaningfiil access to programs, benefits, and activities. D. 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://lihsox.hhsc.texas.aov/system-support- services/civil-rights/publications E. 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. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Contract. 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. 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. v. 2.16 Effective 02101/2019 HHSC Grantee Uniform Terms and Conditions Page 20 of20 (Remainder of Page Intentionally Left Blank) Page 27 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D Attachment D HHSC TB/PC Supplemental and Special Conditions Supplemental Conditions Attachment C (the "HIISC Uniform Terms and Conditions - Grants"), is hereby revised as follows: 1. Section 9.17, No Waiver of Sovereign Immunity, is deleted in its entirety and replaced with the following: Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. Similarly, nothing in the Contract will be construed as a waiver of any rights or affirmative defenses available to Grantee. Special Conditions The terms and conditions of these Special Conditions are incorporated into and made a part of the Contract. Capitalized items used in these Special Conditions and not otherwise defined have the meanings assigned to them in HHSC Uniform Terms and Conditions — Grants (Version 2.16). 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. 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 Page 28 of 54 DocuSign Envelope ID: 07755730-EDFD-4F04-85BE-OB012CDS2E4D 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. Section 1.06 Consent by Non -Parent or Other State Law to Medical Care of a Minor Unless a federal law applies, before a Grantee or its contractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. Section 1.07 Telemedicine/Telepsychiatry Medical Services If Grantee or its Contractor uses telemedicine/telepsychiatry, these services shall be in accordance with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical director and equipment that complies with the System Agency equipment Page 29 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D standards, if applicable. Grantee's procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Grantee's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule § 448.911. Section 1.08 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 avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. Section 1.09 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, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Grantee shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing Page 30 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D 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 1.10 HIV/AIDS Model Workplace Guidelines Grantee shall implement System Agency's policies based on the Human Immunodeficiency 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 and Safety Code §§ 85.112-114. Section 1.11 Medical Records Retention Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. Section 1.12 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 1.13 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. 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 Page 31 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-853E-0B012CD82E4D 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. Section 1.14 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 the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC' s clients or recipients after completion of the Agreement. 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: "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. Page 32 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-OB012CD82E4D Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the 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. The 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 the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties 1. 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's 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 the 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 the 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 the System Agency relies in awarding this Contract. Page 33 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CDS2E4D 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 the 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 the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. Section 1.15 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 System Agency's Child Abuse Reporting Form located at www.System Agency.state.tx.us/childabusereporting as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. Section 1.16 Grantee's Certification of Meeting or Exceeding Tobacco -Free Workplace Policy Minimum Standards. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: a) Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b) Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c) Applying to all employees and visitors in this designated area; and d) Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. Page 34 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D Section 1.17 Contractor's Property Inventory Report. Grantee shall maintain an inventory of equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on HHS System Agency's Contractor's Property Inventory Report to the assigned DSHS Contract Manager and DSHS Contract Oversight and Support (email address. COSequip@dshs.texas.gov) by electronic mail no later than October 15 of each year. The Grantee's Property Inventory Report may be found at: http://www.dshs.texas.gov/contracts/forms.shtm. (Remainder of Page Intentionally Left Blank) Page 35 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D Attachment E HHS. DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS'), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. 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 CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the 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 HITS, 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 Tenors and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terns 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. §§ 13206-7), 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 teens in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or proposes 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 1 of 15 Page 36 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD62E4D (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 fonn) 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 fonn including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Ch. 521; Sensitive Personal Information defined by Texas Business and Commerce Code (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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 2 of 15 Page 37 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(6)(1); 45 CFR 164.514(4) (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 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)6); 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 fin s DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.FR 164.308(a)(1)64(C); 164.530(4; 164.410(6); 164.530(0)(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)(n)(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 writtenauthorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(4)(2)(i) and (u) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(4(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(4(1)(a); 164.504(4(1)6) and (2). (0) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of HISS Data Use Agreement 071015I3IPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 3 of 15 Page 38 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(¢)(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(0(2)(i)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to 11115 for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(i)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and snake available to HHS the PHI required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAAPrivacy Regulations. 45 CFR 164.504(e)(2)(6)(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(¢)(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 TAC202. (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), HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 4 of 15 Page 39 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D (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 (e)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)(i)(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) (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 Infomuation 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 DUAto 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)0(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 hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) HHS Data Use Agreement 0710151EPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 5 of 15 Page 40 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D (tJ If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at hnfosecurity@hhsc.state.tx.us the 11118 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 I -IHS 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 Infonnation to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constnictive 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 acton 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. 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). (1) 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 11118, as directed, upon request. HIES Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 6 of 15 Page 41 of 54 DocuSign Envelope ID:07755730-EDFD-4F64-85BE-0B012CD82E4D (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Infommtion 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(4); 164.5300(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; 164.51400. (X) CONTRACTOR will make available to HHS any information HHS requires to fiulfill HHS's obligations to provide access to, or copies of, PAI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in atime and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Hmnan Services, or other federal or state law. 45 CFR 164.504(e)(2)(r)(I). (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, 11118 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 tbroughsecure 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 P111, "secure" means de -identified according to HIPAAPrivacv standards and regulatory guidance. 45 CFR 164.312; 164.530(4). (Z) For each type of Confidential Infomnation 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: Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; The Privacy Act of 1974; • OMB Memorandum 07-16; HIES Data Use Agreement 071015IEPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 7 of 15 Page 42 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D • 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 IBIS 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 Identsable 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 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 HITS. HHS Data Use Agreement 0710151IIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 8 of 15 Page 43 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D (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 hrforrnation, 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 atimeframe 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 164.400414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR'S and, if applicable, Subcontractor's Discovers:. (c) A brief description of the Event or Breach. including how it occurred and who is responsible (or hypotheses, if not yet determined); (d) Abrief description of CONTRACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; 1IHS Data Use Agreement 07I0I5HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 9 of 15 Page 44 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-858E-0B012CD82E4D (0 Identscation 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 ham., 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 maybe involved in the Event or Breach. (1) Areasonable 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 HIIS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 10 of 15 Page 45 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D expeditiously respond, and report as required to and by 1-1118 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 11118 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. (D) CONTRACTOR will filly 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 111-18 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) 11118 may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by 11118 following a Breach. (B) CONTRACTOR shall give HIS 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. 111-18 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, ifrequired by applicable law, rule, or regulation, forthe 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, 11118 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. HHS Data Use Agreement 071015IIIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 11 of 15 Page 46 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 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 H1IS 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. 6.03 11115 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 Tenn; 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 immediatelyterminate 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 hiformation until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material tern of this DUA; HHS may in its sole discretion: HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 12 of 15 Page 47 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D (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 innnediately, 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 tennination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA 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 withthe 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. HHS Data Use Agreement 071015I- AA Omnibus Compliant October, 2015 TACCHO VERSION Page 13 of 15 Page 48 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 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 withthe 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. 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. If any provision of the Base Contract, including any General Provisions or Unifonn 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 HHS Data Use Agreement 071015H PAA Omnibus Compliant October, 2015 TACCHO VERSION Page 14 of 15 Page 49 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-858E-OB012CD82E4D 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 15 of 15 Page 50 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D DUA Attachment 1 -- Security and Privacy Initial Inquiry HHS Security and Privacy Initial Inquiry Form (haps://hhs.texas.gov/laws-regulations/forms/miscellaneous/hhs-information-security-nrivacv-initial-ina uirv-sni) (Remainder of Page Intentionally Left Blank) Page 51 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-OB012CD82E4D Attachment F Non -Exclusive List of Applicable Laws Grantee is responsible for reviewing and complying with any applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Grantee, Grantee shall comply with the following: 1. 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: a) Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; b) Title DC of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 1685-1686; c) Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); d) Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; e) Age Discrimination Act of 1975, 42 USC §§ 6101-6107; f) 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; g) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; h) Tex. Labor Code Chapter 21; i) Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); j) Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; k) Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 1) 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; m)Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and n) DSHS Policy AA -5018, Non-discrimination Policy for DSHS Programs; 2. Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Law113-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; 3. 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; 4. 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; 5. 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; 6. 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; 7. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with disabilities; Page 52 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 8. Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; 9. The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; 10. The Occupational Safety and Health Administration Regulations on Blood Bome Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; 11. Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; 12. Environmental standards pursuant to the following: a) 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;" b) 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;" c) Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; d) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. e) 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); f) Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; g) Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; h) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; i) Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; j) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; k) Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain river systems; and 13. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; 14. 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; 15. 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; 16. Davis -Bacon Act, 40 USC §§ 3141-3148; 17. Copeland Act, 40 USC §§ 276c and 18 USC § 874; 18. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for federally -assisted construction subagreements; 19. 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; Page 53 of 54 DocuSign Envelope ID: 07755730-EDFD-4F64-85BE-0B012CD82E4D 20. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); 21. 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; 22. Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex.Gov. Code Chapter 554); and 23. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. (Remainder of Page Intentionally Left Blank Page 54 of 54 CertificateOf Completion Envelope Id: 07755730EDFD4F6485BE0B012CD82E4D Status: Sent Subject: New $147,948; HHS000461700001; Corpus Christi-Nueces County Public Health District; DSHS/LIDS Source Envelope: Document Pages: 66 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Signatures: 0 Initials: 0 Record Tracking Status: Original 4/23/2019 1:40:02 PM Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Signer Events Signature Annette Rodriguez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Imelda Garcia imeldam.garcia@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Docu Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.16 Location: DocuSign Timestamp Sent: 4/23/2019 1:48:44 PM Viewed: 4/24/2019 8:21:09 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Intermediary Delivery Events Status Status Certified' Delivery Events Status Carbon Copy Events CMU Mailbox cmucontracts@dshs texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amanda Fay amanda.fay@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status COPIED COPIED Timestamp Timestamp Timestamp Timestamp Sent: 4/23/2019 1:48:44 PM Sent: 4/23/2019 1:48:43 PM Carbon Copy Events Ebony White Ebony.White@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rocky Barrera rockyb@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Payment Events Status COPIED COPIED Signature Status Hashed/Encrypted Status Timestamp Sent: 4/23/2019 1:48:43 PM Viewed: 4/23/2019 2:14:08 PM Sent: 4/23/2019 1:48:44 PM Timestamp Timestamps 4/23/2019 1:48:44 PM Timestamps AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2019 DATE: June 18, 2019 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2cctexas.com (361) 826-3169 Mechanical Bar Screens for Allison Wastewater Treatment Plant CAPTION: Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty for the replacement of two mechanical bar screens at Allison Wastewater Treatment Plant from Vulcan Industries, Inc. of Missouri Valley, Iowa for a total amount not to exceed $128,280.00 funded through the Wastewater Fund. PURPOSE: This item is to approve the purchase of two mechanical bar screens for the Allison Wastewater Treatment Plant. BACKGROUND AND FINDINGS: A bar screen is a mechanical filter used to remove large objects, such as rags and plastics, from wastewater. It is part of the primary filtration flow and typically is the first, or preliminary, level of filtration, at the influent to a wastewater treatment plant. The Allison plant has two bar screens, one of which is no longer operational, and one which is nearing its service life. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received four bids. Staff made a recommendation in March 2019 to Council to award the contract to Headworks International, Inc., the lowest responsive, responsible bidder at the time. However, Headworks International, Inc. was not able to meet the required specifications and therefore the contract has been terminated. Staff recommends award to the second lowest responsive, responsible bidder, Vulcan Industries, Inc. ALTERNATIVES: N/A OTHER CONSIDERATIONS: City Staff will be installing the equipment with oversight from the vendor to ensure that warranty provisions are met. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $230,726.00 $0.00 $230,726.00 Encumbered / Expended Amount $30,676.00 $0.00 $30,676.00 This item $128,280.00 $0.00 $128,280.00 BALANCE $71,770.00 $0.00 $71,770.00 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 4200 Wastewater 33130 Allison Wastewater Plant 064 Treat Wastewater N/A 550040 Other Equipment RECOMMENDATION: City staff recommends approval of the action as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Contracts and Procurement Buyer: Cynthia Perez Bid Tabulation RFB 2038 Mechanical Bar Screens for Allison Waste Water Treatment Plant ITEM DESCRIPTION QTY. UNIT Campbell International Corpus Christi, TX Headworks International,Inc. Houston, Texas Lakeside Equipment Bartlett, Illinois Vulcan Industries Missouri Valley, Iowa Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 Mechanical Bar Screen 2 EA $109,250.00 $ 218,500.00 $ - $ 114,811.00 $75,649.00 $151,298.00 $62,634.00 $ 125,268.00 2 Freight 1 LS $ 6,250.00 $ 6,250.00 $ - $ 1,150.00 $ 1,119.00 $ 2,238.00 $ 3,012.00 $ 3,012.00 TOTAL: $224,750.00 *Please note this contract with Headworks was awarded and terminated in March 2019. $115,961.00* $153,536.00 $128,280.00 SERVICE AGREEMENT NO. 2038 Mechanical Bar Screens for Allison Waste Water Treatment Plant THIS Mechanical Bar Screens for Allison Waste Water Treatment Plant Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Vulcan Industries, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mechanical Bar Screens for Allison Waste Water Treatment Plant in response to Request for Bid/Proposal No. 2038 ("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 Mechanical Bar Screens for Allison Waste Water Treatment Plant ("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 one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero -year periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $128,280.00, 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, 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. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form May 3, 2019 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: joannam©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 001 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 that 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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form May 3, 2019 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products 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. (A) 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. (B) 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. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 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 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form May 3, 2019 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, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, 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 001 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. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 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 applicable 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: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form May 3, 2019 IF TO CONTRACTOR: Vulcan Industries, Inc. Attn: Mark S. Hoffman Title: President Address: 212 South Kirlin Street, Missouri Valley, Iowa Phone: (712) 642-2755 Fax: (712) 642-4256 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 OR RESULTING 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 comply with any of the terms 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 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form May 3, 2019 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 (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. 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 if required by said statute. 23. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. 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] Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form May 3, 2019 CONTRACTOR Signature: Printed Name: Lisa K Wilhelm Title: Contract Administrator Date: May 29, 2019 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 2038 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form May 3, 2019 Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall furnish and deliver two mechanically cleaned bar screens, as per the scope of work and shall include all equipment, controls, appurtenances, and incidentals necessary for a complete and functioning mechanically cleaned bar screen to Allison Wastewater Treatment Plant located at 4101 Allison, Corpus Christi, TX 78410. B. The mechanically cleaned bar screens shall be a front -cleaning, front - return link driven assembly, including the bar screen and all appurtenances. The mechanically cleaned bar screen shall be designed for screening debris that is typically found in raw sanitary sewage, including rags, paper, sticks, stones, etc. C. The acceptable bar screen manufacturers/suppliers are Fairfield Service Company, Lakeside Equipment Corporation, or Duperon. Any other manufacturer/supplier will require approval by the Wastewater Utilities management. D. The City will be responsible for installation. 1.2 Specifications A. Materials 1. The mechanically cleaned bar screen shall be a 316 stainless-steel link driven, front -cleaning, front -return type unit. Bar screen shall clean continuously, from bottom to top, the entire width of the scraper, without the aid of an operator. 2. The mechanically cleaned bar screen shall have a head sprocket only, with no sprockets, bearings, or similar drive components under water. 3. The link system shall bend in one direction only, which allows it to become its own lower sprocket and frame. The link system shall also have the ability to flex around a large object to avoid shutting down the unit. 4. Only non -corrosive materials shall be used in components traveling underwater. The scrapers shall be of UV stable UHMW-PE material and the links and pins shall be of 316 stainless steel. Link pins shall be drilled out to accept cotter pins. 5. All maintenance shall be performed at the operating floor level. No part of the drive system shall be located below water at maximum design flow conditions. Drive output shaft rotation shall be constant and in one direction in order to reduce maintenance requirements. 6. Bar Screen: Shall be of type 316 stainless steel, with minimum 1/4" x 3/4" bars, spaced to maintain the specified clear opening. Bar screen shall be able to withstand a two -feet head differential. Bar screen anchors and fasteners will be furnished by the City and shall be of stainless steel. Bar screen shall be mounted at an angle as shown on the drawings. The bar screen shall be designed to fit within the channel shown on the drawings, and shall be shipped as a complete assembly, or in sections as required by site conditions. 7. Scrapers: Shall be of UV -stable UHMW-PE and shall be designed according to application and debris requirements. Scrapers shall be easily modified by the customer, if necessary, to suit future changes in debris conditions. All scrapers shall fully penetrate the bar screen cleaning all three sides of the bars. Scrapers shall be 21" apart. Scrapers shall move at approximately 28 inches per minute at the manufacturer's recommended operating speed of 0.5 rpm. 8. Dead Plate: Shall be 1/4" thick, type 316 stainless steel. Dead plate shall span entire width of screen and transition from bar rack to the discharge point. 9. Discharge Chute: Shall be type 316 stainless steel with minimum thickness of 14 gauge, enclosed, and shall be bolted or welded to the dead plate per manufacturer's recommendations. Discharge chute shall allow debris to be transferred from discharge point into City - supplied container. 10. Attached are the existing drawings for this project. B. DRIVE UNIT 1. The mechanically cleaned bar screen unit shall operate independently and will have its own drive unit and driven components. The gearbox shall not be vented to outside atmosphere. 2. The gearbox shall be grease lubricated and designed for 5 years (or 20,000 hours of operation) between recommended clean and re- grease services. The gearbox shall be right angle type and shall incorporate cycloidal and spiral bevel gearing with a total ratio of 809:1. The gear reducer output shaft speed shall be approximately 1/ 2 rpm - 2 rpm and controlled by an AC Tech, volts/hertz type inverter or per rake manufacturer's recommendation. It shall have a 1.52 or greater service factor based on machine torque requirements. It shall be shaft mounted utilizing the keyless taper grip® bushing. 3. The motor shall be mounted to the gear reducer by utilizing a quill, "C" Face. The gear motor shall be AC induction type, minimum 1/2 HP, 1800 RPM base speed, 3 phase, 230/460 volt and have the following characteristics: It shall be explosion proof rated for Class 1, Division 2, Group D environment and for use with an inverter. It shall have a 4/1 speed range, EPNV enclosure, NEMA design B with a 56C frame size. Service factor shall be 1.0 with 1600V, Class F insulation rated for temperatures up to 40 degrees C. The motor will have 1600 -volt insulation, optimized for IGBT type inverters and shall be UL listed. Motor shall have built-in thermostat to protect from overheating that shall be field wired to the corresponding terminal in control panel for redundant (ambient) overload protection. 4. The bearings shall be greased ball bearing type, non -self- aligning, sealed and lubricated. 5. The drive unit shall have a 316 stainless steel shaft and chain hubs. 6. Chain Slides: Chain slides to support the upstream link system shall be provided in situations where the unit is longer than 15 feet and will be 5 - 10 degrees from vertical, or, where there is high water velocity or other special site conditions, as recommended by the manufacturer. Chain slides shall be of UV -stable UHMW and 316 stainless steel. 7. Side Fabrication: The screen framework shall be type 316 stainless steel bent plate, with a minimum thickness of 3/16", and horizontal members shall be of type 316 stainless steel tube or pipe. Support members and frame shall adequately support the bar screen per engineering calculations and site-specific requirements. 8. Closeouts: Closeouts shall be type 316 stainless steel and shall assure that there is no space wider than the opening between the bars, to prevent passage of larger solids than allowed through the screen. Closeouts shall be incorporated into the side fabrication framework and return guides as determined by the manufacturer. 9. Return Guides: Shall be type 316 stainless steel and shall be incorporated in the side fabrication and closeouts framework as determined by the manufacturer. Lower return guides shall assure proper alignment of scrapers as they enter the bar screen. 10. Channel Bottom Plate: A type 316 stainless steel channel bottom plate shall be utilized as recommended by the manufacturer to fully engage scrapers in the bar screen at the bottom of the channel. The channel bottom plate may require anchoring dependent upon site configuration and as recommended by the manufacturer. 11.Stripper Assembly: A stripper assembly shall be installed to assist in removing debris from the scrapers on the mechanically cleaned bar screen as recommended by the manufacturer. The stripper shall incorporate a return guide proportionate to the speed of the traveling scrapers that allows for a better angle relationship to the scraper for more effective debris removal and zero impact that allows for longer component life. UV -stable UHMW wear strips shall be utilized to deliver a smooth transition back into position after debris is removed from passing scraper. 12. Enclosure: Provide a full enclosure surrounding all parts of the mechanically cleaned bar screen that extends above the operating floor. Side and top panels of enclosure shall be made of type 316 stainless steel, 20 gauge thick. Rear enclosure shall have removable 20 gauge thick, type 316 stainless steel panels for access. 13. Standard Coating: All stainless-steel bar screen components will not be painted. C. CONTROLS 1. The controls shall be provided by bar screen manufacturer and shall be an enhanced VFD package with differential level control. Controls shall be housed in a NEMA 4X fiberglass enclosure. 2. The controls shall be designed to accept 3PH/480VAC incoming power supply. Control panel power shall be 1 PH/120VAC and shall include a step-down transformer as needed to achieve 120V. 3. The controls shall be mounted in the location shown on the manufacturer supplied drawings. A NEMA 7/9 remote push button station is required to maintain equipment and safety requirements pertaining to Class 1, Division 2, Group D rated installation environments. 4. The rake controls shall operate manually. In the Hand mode, it shall be possible to set an "off' timer to stop rake operation after a preset length of time. When the rake HOA is in Auto mode a differential level control program shall automatically accelerate/decelerate the rake as the differential level increases/decreases, respectively. The differential values shall be field adjustable for rake run point and each acceleration set point. The controller program shall also have cycle timing logic, which shall have field adjustable run and stand- by times. The rake shall start operation in Auto mode whenever a call to run is received by differential, timer or by a dry contact input from another source, which all run in parallel. 5. The "VFD Fault" shall be cleared by turning the HOA to Off, then waiting approximately three minutes (or per current UL standards), then turning the HOA back to the desired setting. To avoid the wait period, a VFD Fault can only be reset using the disconnect switch, or otherwise cutting power to the VFD. The motor over -temp faults shall clear automatically when the motor cools to be within normal operating range. 6. The controls shall be built by a UL -approved panel builder and bear the UL -approved logo. Controls shall be tested by panel builder and by the rake manufacturer prior to shipment to owner. The rake manufacturer shall verify all overload settings in the rake controller to insure proper overload and speed settings required for the application are properly programmed. 7. The controls shall have an inner door pocket that includes a copy of as -built drawings from the manufacturer as well as any other pertinent documentation necessary to properly operate the controls. 8. The control package shall include the following and utilize the panel builder's standard component manufacturers, unless otherwise approved by the rake manufacturer: a. NEMA 4X fiberglass, dead -front style enclosure with continuous hinge, exterior, lockable door. b. HOA Selector where Hand mode enables the pushbuttons located on the remote push button station. Auto mode for the rake concurrently enables differential level logic, cycle timing logic and remote start capabilities. c. Speed controller (based on vector drive technology), preprogrammed for speed/overload control by the panel builder and verified by the rake manufacturer. d. Rake controller with differential level and field adjustable cycle timing programs as previously defined. User -defined fields to be programmed during on-site start-up by the rake manufacturer per owner specifications to maintain good flow conditions. e. Dry contact input for motor thermostats to shut down equipment if motor over temperature condition occurs. f. Dry contact output signals for "Run", "VFD Fault", "Motor Over temp" & "In Auto" conditions. Dry contact output signal also included to start (1) piece of downstream equipment, such as a washer/compactor or conveyor in the future. g. Dry contact input terminals for "Remote Run", "Motor Thermostat" and remote station. h. Intrinsically safe barriers for transducer terminations. i. Main control power breaker with lockable, thru-door operator. j. Elapsed run-time meters. k. Push -To -Test type indicator lights for "Power On", "Forward", "VFD Fault" and "Motor Over temp". I. Phenolic label on outer door indicating equipment I.D. number (as required by owner). m. Push/pull E -Stop on outside of enclosure. n. Audible alarm with silence button. o. Beacon style alarm light. 9. The remote station shall be rated N7/9 and include Forward, and E - Stop buttons. The Forward buttons shall be enabled when the HOA on the main control panel is in Hand mode. The remote station shall be mounted as close to the equipment as safely possible and be field wired by the electrical subcontractor to the corresponding terminal inputs in the main control panel. 10. The rake manufacturer shall also provide (2) transducers that are to be installed in front and behind the bar screen. The transducers shall connect to corresponding terminations in the main control panel and utilize the rake manufacturer's standard rake controller. The rake controller logic shall include at a minimum a differential level and cycle timing program, with automatic speed ramping and reducing as the differential increases and decreases respectively. The ultrasonic transducers shall have a 1" NPT facing, shall include 100 feet of cabling, and come with hand-held programmers as needed. The submersible transducers shall be mounted in still wells (by others) to protect them from damage by passing debris. The cabling shall not be spliced. D. OPERATING CHARACTERISTICS General: Screen shall be designed with a 1 /4 -inch clear bar opening for a normal operating flow of 2.5 MGD (50% of plant capacity) and a peak design flow of 11.25 MGD (75% of plant capacity). Head loss through the screening unit shall not exceed 12 inches at 1 1.25 MGD assuming 50 percent blockage and a downstream water depth of to be determined, but channel depth is 5'0". Screen shall be located in a nominal 3'- 8" feet wide concrete channel and a depth from the top of channel invert of approximately 5'- 0". Unit angle from vertical shall be 30 degrees or most efficient and economical that works in this channel. The screenings discharge height shall be as near the top of the wall as allowed by the screening's receptacle. E. EXECUTION 1. All equipment furnished under this section shall be by a single manufacturer regularly engaged in the design and manufacture of this equipment and demonstrates to the satisfaction of the City Staff that the quality is equal to equipment made by the manufacturers named herein. The Contractor shall have supplied mechanically cleaned bar screen equipment that has been in successful operation under similar circumstances for at least five years. The Contractor shall furnish and deliver to the site the mechanically cleaned bar screen that has been fully assembled and shop tested at the manufacturing facility prior to shipment for a minimum of 4 hours. The unit shall be new and unused. The unit shall include the mechanically cleaned bar screen, access doors, lifting system, and appurtenant equipment. 2. The equipment furnished shall be fabricated, assembled, in full conformance with specifications, engineering data, and/or recommendations furnished by the equipment manufacturer. 3. Spare Parts: A recommended spare parts list with prices shall be provided after the project is complete. 4. Start -Up: The Contractor shall furnish the services of a qualified factory -trained field service engineer for three constructive 8 -hour working days at the site to inspect the installation and to instruct the City's personnel in the operation and maintenance of the mechanically cleaned bar screen. Services of the Contractor shall include testing of the installed equipment to demonstrate that it is fully operational and will pick up and deposit raked materials. The Contractor will be provided a 14 -day notification prior to the need for the installation assistance. To assure proper outcome for the City and Contractor, the Contractor shall provide certification for the completion of the shop testing and installation pre -commissioning checklist. 5. Prior to manufacturing, the Contractor shall submit three sets of shop drawings of the proposed unit within two weeks of Notice to Proceed. The City shall review and provide approval or reline revisions within two weeks of receipt. 1.3 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator 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. 1.4 Warranty The Contractor shall provide a minimum one-year standard, written warranty on parts/materials and workmanship from the date of use of the equipment. Warranty repairs shall be corrected immediately upon notification. o H G mus c Attachment B- Bid/Pricing Schedule CITY OF CORPUS CHRISTI PURCHASING DIVISION %CORPOR C BID FORM z852 RFB No. 2038 Mechanical Bar Screen for Allison Waste Water Treatment Plant PAGE 1 OF 1 Date: 1/23/2019 Authorized `� Bidder: Vulcan Industries, Inc. Signature: 7///r., Y/0:6 1� 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 applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT QTY Unit Price Total Price 1. Mechanical Bar Screens EA 2 $ 62,634.00 $ 125,268.00 2. Freight LS 1 $ 3,012.00 $ 3,012.00 Total $ 128,280.00 "ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED" Cynthia Perez Procurement Officer 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 all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change, or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000000 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. 2018 Insurance Requirements Purchasing- Utilities Furnishing and Delivering One Mechanically Cleaned Bar Screen 11/7/2018 sw Risk Management Valid Through 12/31/2018 Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Attachment D - Warranty Requirements The Contractor shall provide a minimum one-year standard, written warranty on parts/materials and workmanship from the date of use of the equipment. Warranty repairs shall be corrected immediately upon notification. AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2019 DATE: June 18, 2019 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Mechanical Bar Screen for Laguna Madre Wastewater Treatment Plant CAPTION: Motion authorizing a one-year service agreement for the purchase, installation oversight and warranty for the replacement of one mechanical bar screen at Laguna Madre Wastewater Treatment Plant from Lakeside Equipment of Bartlett, Illinois for a total amount of $80,519.00 funded through the Wastewater Fund. PURPOSE: This item is to approve the purchase of a mechanical bar screen for the Laguna Madre Wastewater Treatment Plant. BACKGROUND AND FINDINGS: A bar screen is a mechanical filter used to remove large objects, such as rags and plastics, from wastewater. It is part of the primary filtration flow and typically is the first, or preliminary, level of filtration, at the influent to a wastewater treatment plant. The sole bar screen at Laguna is no longer operational, and the plant seeks to purchase a replacement bar screen. The Purchasing Division conducted a competitive Request for Bid (RFB) process and received four bids. Staff made a recommendation in March 2019 to Council to award the contract to Headworks International, Inc., the lowest responsive, responsible bidder at the time. However, Headworks International, Inc. was not able to meet the required specifications and therefore the contract has been terminated. Staff recommends award to the second lowest responsive, responsible bidder, Lakeside Equipment. ALTERNATIVES: N/A OTHER CONSIDERATIONS: City Staff will be installing the equipment with oversight from the vendor to ensure that warranty provisions are met. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $212,333.98 $0.00 $212,333.98 Encumbered / Expended Amount $45,546.12 $0.00 $45,546.12 This item $80,519.00 $0.00 $80,519.00 BALANCE $86,268.86 $0.00 $86,268.86 Funding Detail: Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 4200 Wastewater 33140 Laguna Madre Wastewater Plant 064 Treat Wastewater N/A 550040 Other Equipment RECOMMENDATION: City staff recommends approval of the action as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Contracts and Procurment Buyer: Cynthia Perez BID TABULATION RFB #2012 Mechanical Bar Screen for Laguna Waste Water Treatment Plant ITEM DESCRIPTION QTY. UNIT Campbell International Corpus Christi, TX Environmental Treatment Technologies Georgetown, Texas Headworks International, Inc. Houston, Texas Lakeside Equipment Bartlett, Illinois Vulcan Industries Missouri Valley, Iowa Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price 1 Mechanical Bar Screen 1 Ea. $142,200.00 $ 142,200.00 $ 106,000.00 $ 106,000.00 $ 66,288.00 $ 66,288.00 $78,282.00 $ 78,282.00 $80,247.00 $ 80,247.00 2 Freight 1 Ea. $ 7,500.00 $ 7,500.00 $ 2,500.00 $ 2,500.00 $ 1,150.00 $ 1,150.00 $ 2,237.00 $ 2,237.00 $ 3,011.00 $ 3,011.00 TOTAL: $149,700.00 *Please note this contract with Headworks was awarded and terminated in March 2019. $108,500.00 $67,438.00* $80,519.00 $83,258.00 SERVICE AGREEMENT NO. 2012 Mechanical Bar Screen for Laguna Madre Waste Water Treatment Plant THIS Mechanical Bar Screen for Laguna Madre Waste Water Treatment Plant Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Lakeside Equipment Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mechanical Bar Screen for Laguna Madre Waste Water Treatment Plant in response to Request for Bid/Proposal No. 2012 ("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 Mechanical Bar Screen for Laguna Madre Waste Water Treatment Plant ("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 one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero year periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then -current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $80,519.00, 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, 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. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form May 3, 2019 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: joannam©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 001 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 that 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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form May 3, 2019 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products 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. (A) 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. (B) 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. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 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 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form May 3, 2019 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, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, 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 001 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. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 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 applicable 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: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form May 3, 2019 IF TO CONTRACTOR: Lakeside Equipment Corporation Attn: Jim McKee Title: Regional Sales Manager Address: 1022 E. Devon Avenue, Bartlett, IL 60103 Phone: (630) 837-5640 Fax: (630) 837-5647 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 OR RESULTING 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 comply with any of the terms 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 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form May 3, 2019 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 (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. 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 if required by said statute. 23. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. 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] Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form May 3, 2019 CONTRACTOR Signatj: Printed Name: Jim McKee Title: Regional Sales Manager Date: May 31, 2019 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment 0: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 2012 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form May 3, 2019 Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall deliver one mechanically cleaned bar screen, as per the Scope of work and shall include all equipment, controls, appurtenances, and incidentals necessary for a complete and functioning mechanically cleaned bar screen to Laguna Madre Wastewater Treatment Plant located at 201 Jester, Corpus Christi, TX 78418. B. The bar screen shall be a front -cleaning, front -return link driven assembly, including the bar screen and all appurtenances. The bar screen shall be designed for screening debris that is typically found in raw sanitary sewage, including rags, paper, sticks, stones, etc. C. All equipment furnished under this section shall be by a single manufacturer regularly engaged in the design and manufacture of this equipment and demonstrates to the satisfaction of the Wastewater Utilities Management Team that the quality is equal to equipment made by the manufacturers named below. The City of Corpus Christi has approved mechanical bar screens of Fairfield Service Company - Lock Link Bar Screen, a Raptor® 36TR Talon RakbyLakeside Equipment Corporation, or a Flex Rake by Duperon. 1.2 Specifications A. Materials 1. The mechanically cleaned bar screen shall be a 316 stainless-steel link driven, front -cleaning, front -return type unit. The bar screen shall clean continuously, from bottom to top, the entire width of the scraper, without the aid of an operator. 2. The mechanically cleaned bar screen shall have a head sprocket only, with no sprockets, bearings, or similar drive components under water. 3. The link system shall bend in one direction only, which allows it to become its own lower sprocket and frame. The link system shall also have the ability to flex around a large object to avoid shutting down the unit. 4. Only non -corrosive materials shall be used in components traveling underwater. The scrapers shall be of UV stable, UHMW-PE material and the links and pins shall be of 316 stainless steel. Link pins shall be drilled out to accept cotter pins. 5. All maintenance shall be performed at the operating floor level. No part of the drive system shall be located below water at maximum design flow conditions. The Drive output shaft rotation shall be constant and in one direction in order to reduce maintenance requirements. 6. The bar screen shall be of type 316 stainless steel, with minimum 1/4" x 3/4" bars, spaced to maintain the specified clear opening. The bar screen shall be able to withstand a two -foot head differential. The bar screen anchors and fasteners shall be of stainless steel. The bar screen shall be mounted at an angle as shown on the drawings. The bar screen shall be designed to fit within the channel shown on the drawings, and shall be shipped as a complete assembly, or in sections as required by site conditions. 7. The scrapers shall be of UV -stable UHMW-PE and shall be designed according to application and debris requirements. The Scrapers shall be easily modified by the City, if necessary, to suit future changes in debris conditions. All scrapers shall fully penetrate the bar screen cleaning all three sides of the bars. Scrapers shall be 21" apart. The scrapers shall move at approximately 28 inches per minute at the manufacturer's recommended operating speed of 0.5 rpm. 8. The dead plate shall be 1/4" thick, type 316 stainless steel. The dead plate shall span the entire width of the screen and transition from the bar rack to the discharge point. 9. The discharge chute shall be type 316 stainless steel with minimum thickness of 14 gauge, enclosed, and shall be bolted or welded to the dead plate per manufacturer's recommendations. The discharge chute shall allow debris to be transferred from discharge point into the City's - supplied container. B. Drive Unit 1. The mechanically cleaned bar screen unit shall operate independently and will have its own drive unit and driven components. The gearbox shall not be vented to outside atmosphere. 2. The gearbox shall be greased lubricated and designed for 5 years (or 20,000 hours of operation) between recommended cleaning and re - greased services. The gearbox shall be a right-angle type and shall incorporate cycloidal and spiral bevel gearing with a total ratio of 809:1. The gear reducer output shaft speed shall be approximately 1/ 2 rpm - 2 rpm and controlled by an AC Tech, volts/hertz type inverter or as per manufacturer's recommendation. It shall have a 1.52 or greater service factor based on machine torque requirements. It shall be shaft mounted utilizing the keyless taper grip® bushing. 3. The motor shall be mounted to the gear reducer by utilizing a quill, "C" Face. The gear motor shall be AC induction type, minimum 1/2 HP, 1800 RPM base speed, 3 phase, 230/460 volt and have the following characteristics: It shall be explosion proof rated for Class 1, Division 2, Group D environment and for use with an inverter. It shall have a 4/1 speed range, EPNV enclosure, NEMA design B with a 56C frame size. The Service factor shall be 1.0 with 1600V, Class F insulation rated for temperatures up to 40 degrees C. The motor will have 1600 -volt insulation, optimized for IGBT type inverters and shall be UL listed. The motor shall have a built-in thermostat to protect from overheating that shall be field wired to the corresponding terminal in control panel for redundant (ambient) overload protection. 4. The bearings shall be greased ball bearing type, non -self -aligning, sealed and lubricated. 5. The drive unit shall have a 316 stainless steel shaft and chain hubs. 6. The chain slides to support the upstream link system shall be provided in situations where the unit is longer than 15 feet and will be 5 - 10 degrees from vertical, or, where there is high water velocity or other special site conditions, as recommended by the manufacturer. The chain slides shall be of UV -stable UHMW and 316 stainless steel. 7. The side fabrication screen framework shall be type 316 stainless steel bent plate, with a minimum thickness of 3/16", and horizontal members shall be of type 316 stainless steel tube or pipe. The support members and frame shall adequately support the bar screen per engineering calculations and site-specific requirements. 8. The closeouts shall be type 316 stainless steel and shall assure that there is no space wider than the opening between the bars, to prevent passage of larger solids than allowed through the screen. The closeouts shall be incorporated into the side fabrication framework and return guides as determined by the manufacturer. 9. The return guides shall be type 316 stainless steel and shall be incorporated in the side fabrication and closeouts framework as determined by the manufacturer. Lower return guides shall assure proper alignment of scrapers as they enter the bar screen. 10. The channel bottom plate shall be of type 316 stainless steel channel bottom plate shall be utilized as recommended by the manufacturer to fully engage scrapers in the bar screen at the bottom of the channel. The channel bottom plate may require anchoring dependent upon site configuration and as recommended by the manufacturer. 11. A stripper assembly shall be installed to assist in removing debris from the scrapers on the mechanically cleaned bar screen as recommended by the manufacturer. The stripper shall incorporate a return guide proportionate to the speed of the traveling scrapers that allows for a better angle relationship to the scraper for more effective debris removal and zero impact that allows for longer component life. The UV -stable UHMW wear strips shall be utilized to deliver a smooth transition back into position after debris is removed from the passing scraper. 12. Provide a full enclosure surrounding all parts of the mechanically cleaned bar screen that extends above the operating floor. The side and top panels of enclosure shall be made of type 316 stainless steel, 20 gauge thick. The rear enclosure shall have removable 20 gauge thick, type 316 stainless steel panels for access. 13. All stainless-steel bar screen components will not be painted. C. Controls 1. The controls shall be provided by the bar screen manufacturer and shall be an enhanced VFD package with differential level control. The controls shall be housed in a NEMA 4X fiberglass enclosure. 2. The controls shall be designed to accept 3PH/480VAC incoming power supply per plans/specs. The control panel power shall be 1 PH/120VAC and shall include a step-down transformer as needed to achieve 120V. 3. The controls shall be mounted in the location shown on the manufacturer supplied drawings. A NEMA 7/9 remote push button station is required to maintain equipment and safety requirements pertaining to Class 1, Division 2, Group D rated installation environments. 4. The rake controls shall operate manually. In the Hand mode, it shall be possible to set an "off timer to stop rake operation after a preset length of time. When the rake HOA is in Auto mode a differential level control program shall automatically accelerate/decelerate the rake as the differential level increases/decreases, respectively. The differential values shall be field adjustable for rake run point and each acceleration set point. The controller program shall also have cycle timing logic, which shall have field adjustable run and stand-by times. The rake shall start operation in Auto mode whenever a call to run is received by differential, timer or by a dry contact input from another source, which all run in parallel. 5. The "VFD Fault" shall be cleared by turning the HOA to Off, then waiting approximately three minutes (or per current UL standards), then turning the HOA back to the desired setting. To avoid the wait period, a VFD Fault can only be reset using the disconnect switch, or otherwise cutting power to the VFD. The motor over-temp faults shall clear automatically when the motor cools to be within normal operating range. 6. The controls shall be built by a UL-approved panel builder and bear the UL-approved logo. The controls shall be tested by panel builder and by the rake manufacturer prior to shipment to the City. The rake manufacturer shall verify all overload settings in the rake controller to insure proper overload and speed settings required for the application are properly programmed. 7. The controls shall have an inner door pocket that includes a copy of as-built drawings from the manufacturer as well as any other pertinent documentation necessary to properly operate the controls. 8. The control package shall include the following and utilize the panel builder's standard component manufacturers, unless otherwise approved by the rake manufacturer: a. NEMA 4X fiberglass, dead-front style enclosure with continuous hinge, exterior, lockable door. b. HOA Selector where Hand mode enables the pushbuttons located on the remote push button station. Auto mode for the rake concurrently enables differential level logic, cycle timing logic and remote start capabilities. c. Speed controller (based on vector drive technology), preprogrammed for speed/overload control by the panel builder and verified by the rake manufacturer. d. Rake controller with differential level and field adjustable cycle timing programs as previously defined. User-defined fields to be programmed during on-site start-up by the rake manufacturer per City specifications to maintain good flow conditions. e. Dry contact input for motor thermostats to shut down equipment if motor over temperature condition occurs. f. Dry contact output signals for "Run", "VFD Fault", "Motor Over temp" & "In Auto" conditions. Dry contact output signal also included to start one piece of downstream equipment, such as a washer/compactor or conveyor in the future. g. Dry contact input terminals for "Remote Run", "Motor Thermostat" and remote station. h. Intrinsically safe barriers for transducer terminations. i. Main control power breaker with lockable, thru-door operator. j. Elapsed run-time meters. k. Push -To -Test type indicator lights for "Power On", "Forward", "VFD Fault" and "Motor Over temp". 1. Phenolic label on outer door indicating equipment I.D. number (as required by owner). m Push/pull E -Stop on outside of enclosure. n. Audible alarm with silence button. o. Beacon style alarm light. 9. The remote station shall be rated N7/9 and include Forward, and E - Stop buttons. The Forward buttons shall be enabled when the HOA on the main control panel is in Hand mode. The remote station shall be mounted as close to the equipment as safely possible and be field wired by the electrical subcontractor to the corresponding terminal inputs in the main control panel. 10. The rake manufacturer shall also provide two transducers that are to be installed in front and behind the bar screen. The transducers shall connect to corresponding terminations in the main control panel and utilize the rake manufacturer's standard rake controller. The rake controller logic shall include at a minimum a differential level and cycle timing program, with automatic speed ramping and reducing as the differential increases and decreases respectively. The ultrasonic transducers shall have a 1" NPT facing, shall include 100 feet of cabling, and come with hand-held programmers as needed. The submersible transducers shall be mounted in still wells (by others) to protect them from damage by passing debris. The cabling shall not be spliced. D. Performance Characteristics 1. The screen shall be designed with a 1 /4 -inch clear bar opening for a normal operating flow of 3.0 MGD and a peak design flow of 10.0 MGD. Head loss through the screening unit shall not exceed 12 inches at 10.0 MGD assuming 50 percent blockage and a downstream water depth of to be determined, but channel depth is 5'3". 2. The screen shall be located in a nominal 3'- 9" feet wide concrete channel and a depth from the top of channel invert of approximately 5'- 3". Unit angle from vertical shall be 30 degrees or most efficient and economical that works in this channel. The screenings discharge height shall be as near the top of the wall as allowed by the screening's receptacle. E. Installation and Testing 1. The Contractor shall deliver new, unused, fully assembled and shop tested at the manufacturing facility prior for a minimum of 4 hours. The unit shall include the mechanical bar screen, access doors, lifting system, and appurtenant equipment. 2. The equipment furnished shall be fabricated, assembled, in full conformance with specifications, engineering data, and/or recommendations furnished by the equipment manufacturer. 3. Spare Parts: A recommended spare parts list with prices shall be provided after design drawing approval. 4. The Contractor shall send qualified factory -trained field service engineer for three 8 -hour working days at the site to inspect the installation and to instruct the City's personnel in the operation and maintenance of the mechanical bar screen. Services of the field service engineer shall include testing of the installed equipment and to demonstrate that it is fully operational and will pick up and deposit raked materials. 5. The Contractor will be provided a 14 -day notification prior to the need for the installation assistance. To assure proper outcome for the City and Contractor, the Contractor shall provide certification for the completion of the shop testing and installation pre -commissioning checklist. 1.3 Warranty The Contractor shall provide a written 1 -year standard warranty from the date of use of the equipment and shall guarantee that there are no defects in material or workmanship in an item supplied. The warranty repairs shall be corrected immediately upon notification. 1.4 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator 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. Date: January 7, 2019 CITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No. 2012 Mechanical Bar Screen for Laguna WWTP Authorized Bidder: Lakeside Equipment Corp. Signature. PAGE 1 OF 1 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 applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT QTY Unit Price Total Price 1 Mechanical Bar Screen EA 1 $ 78,282 $ 78,282 2 Freight EA 1 $ 2,237 $ 2,237 Total $ 80,599 Correct Price $80, 519 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 all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change, or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000000 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- VH. 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; Attachment C - Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B) is null for this service agreement. Attachment D - Warranty Requirements The Contractor shall provide a written 1 -year standard warranty from the date of use of the equipment and shall guarantee that there are no defects in material or workmanship in an item supplied. The warranty repairs shall be corrected immediately upon notification. AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2019 DATE: June 18, 2019 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Quartz Sleeves and Wiper Holders for Broadway Wastewater Treatment Plant CAPTION: Resolution authorizing a purchase for Wedeco quartz sleeves and wiper holders for the ultra violet lamp system at Broadway Wastewater Treatment Plant from Xylem Water Solutions USA, Inc. of Charlotte, North Carolina, for a total amount not to exceed $77,013.00, funded through the Wastewater Fund. PURPOSE: This item is to approve the purchase of Wedeco quartz sleeves and wiper holders for the Broadway Wastewater Treatment Plant. BACKGROUND AND FINDINGS: The Broadway Wastewater Treatment Plant utilizes Wedeco quartz sleeves and wiper holders as a component interfaced with the existing Wedeco UV lamp system to disinfect and treat all effluent water. Wedeco requires that all parts associated with the UV lamp system used at Broadway be manufactured and supplied by Wedeco to ensure proper performance and safety, and preserve warranties, while undergoing intensive testing in the UV disinfection channels, and because of an ongoing litigation with TCEQ and Wedeco. This is sole source purchase. Xylem Water Solutions USA, Inc. is the only manufacturer and sole source supplier authorized to sell these Wedeco parts. 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: Utilities Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $246,101.00 $0.00 $246,101.00 Encumbered / Expended Amount $284,502.62 $0.00 $284,502.62 This item $77,013.00 $0.00 $77,013.00 BALANCE $115,414.62 $0.00 $115,414.62 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 4200 Wastewater 33100 Broadway Wastewater Plant 064 Treat Wastewater N/A 530230 Equipment Maintenance RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Resolution authorizing a purchase for Wedeco quartz sleeves and wiper holders for the ultra violet system at Broadway Wastewater Treatment Plant from Xylem Water Solutions USA, Inc. of Charlotte, North Carolina, for a total amount not to exceed $77,013.00, funded through the Wastewater Fund. WHEREAS, the Wedeco quartz sleeves and wiper holders for the Broadway Wastewater Treatment Plant will be purchased by Wastewater Operations; WHEREAS, these Wedeco quartz sleeves and wiper holders for the Broadway Wastewater Treatment Plant will be used to disinfect and treat all effluent water for our citizens; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as this purchase is available from only one source due to special processes or patents. WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a)(2) as this purchase is necessary to preserve or protect the public health and safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this 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 purchase Wedeco quartz sleeves and wiper holders for the Broadway Wastewater Treatment Plant from Xylem Water Solutions USA, Inc. of Charlotte, North Carolina, for a total amount not to exceed. $77,013.00. Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 City of Corpus Christi Contracts and Procurement Buyer: Cynthia Perez Price Sheet Quartz Sleeves and Wiper Holders TOTAL $77,013.00 Xylem Water Solutions USA, Inc Charlotte, North Carolina ITEM DESCRIPTION Qty. Unit Unit Price Total 1 Quartz Sleeves 48x2x1512 324 Each $171. $55,404. 2 Wiper Holder 063x15 972 Each $22. $21,384. 3 Shipping and Handling 1 Each $225. $225. TOTAL $77,013.00 AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2019 DATE: June 18, 2019 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1909 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Amendment No. 2 to Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service CAPTION: Motion authorizing an amendment to an existing contract for unleaded gasoline and ultra- low sulfur diesel (TX LED) fuel delivery service with Petroleum Traders Corporation of Fort Wayne, Indiana for a total amount not to exceed $1,279,712.44, and a revised value of the service agreement to not exceed $6,398,562.20 funded through the Fleet Maintenance Service Fund. PURPOSE: This item is to approve an amendment to increase the value of a contract for unleaded gasoline and diesel fuel for the Fleet Maintenance Division. BACKGROUND AND FINDINGS: The services provided in service agreement No. 1178 include unleaded gasoline and ultra-low sulfur diesel (TX LED) fuel delivery services to nine City owned sites located throughout the City on an as -needed basis. This amendment will allow for an increased total contract value due to the unanticipated fuel costs. The contract was procured through a competitive RFB process in 2017 and is currently in option year one of two. The contract is limited to approximately $2.6 million per year. The price for Unleaded gasoline at the time of award was $1.66 per gallon. It is now $1.92 per gallon, an increase of 16%. The price of Ultra-low sulfur Diesel was $1.61 per gallon. It is now $2.14 per gallon, an increase of 33%. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Fleet Maintenance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $4,000,000.00 $19,712.44 $4,019,712.44 Encumbered / Expended Amount $1,590,064.54 $0 $1,590,064.54 This item $1,260,000.00 $19,712.44 $1,279,712.44 BALANCE $1,149,935.46 $0 $1,149,935.46 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 5110 Fleet Maintenance Service 40140 Service Station 202 Maintain the fleet N/A 520210 Cost of goods sold RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 2 Service Agreement �HronranA��° /852 Amendment City of Corpus Christi Contracts and Procurement Department Date: May 20, 2019 Service Agreement No.: 1178 — Unleaded Gasoline & Ultra Low Sulfur Diesel (TX LED) Fuel Delivery Service Reference: SA 1178 Amendment No. 2 Service Agreement Current Not to Exceed Value: $5,118,849.76 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Petroleum Traders Corporation, hereinafter referred to as the Contractor, do hereby make and enter into this amendment (the "Amendment") which, together with the Service Agreement No. 1178 (the "Agreement") and all other duly executed amendments, constitutes the entire agreement between the City and the Contractor. Section 3. Compensation and Payment of the Agreement is amended, effective through the end date as follows: Increases the value of the Agreement by an amount not to exceed $1,279,712.44 or 25% due to the unanticipated fuel costs to maintain City operations, therefore the revised value of this Service Agreement is not to exceed $6,398,562.20. The Contractor and the City agree to and shall abide by all terms and conditions of the original Agreement and any amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. i t ../21‘ �ryd� 05/23/2019 Vicki Him s Date Petroleum Traders Corporation Kim Baker Date Director of Contracts and Procurement City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: Assistant City Attorney Date 0 SERVICE AGREEMENT NO. 1 178 Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service THIS Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Petroleum Traders Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service in response to Request for Bid/Proposal No. 1178 ("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 Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Delivery Service ("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 $2,559,424.88, 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 City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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: Erlinda Klubertanz Department: General Services Phone: 361-826-1903 Email: Erlinda@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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Bldg 3B, Corpus Christi, TX 78415 Fax: 361-826-4394 IF TO CONTRACTOR: Petroleum Traders Corporation Attn: Linda Stephens Title: Vice President Address: 7120 Pointe Inverness Way, Fort Wayne, IN Fax: 260-203-3820 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 supersedes City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 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: Vicki Himes Title: Vice President Date: 7/17/2017 CITY OF CORPUS CHRISTI Signature:• N-\ Printed Name: T" r� v -A._ Title: P v -o c- (A_ Date: � } 30 I 1:7 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: RFB/RFP No. 1 l78 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1 /16 ATTEST _1\ REBECCA HUERTA F•prnETARY P20,��_ r�C n t 1COL q U1 HUI t t► .sFrpFTr;D`.� Page 8 of 8 Attachment A: Scope of Work 1 General Requirements/Background Information This procurement is a Request for Bids (RFB) for the purchase and delivery of Unleaded Gasoline and Ultra Low Sulfur Diesel (TX LED) Fuel. Product will be delivered on as needed basis to the City's locations shown in Exhibit A. 2 Scope of work A. The Contractor shall provide all labor, transportation and supervision during the life of the contract. The Contractor must be adequately equipped, supplied and staffed to promptly and efficiently meet the City's requirements. The Contractor shall ensure that a vapor recovery hose and connection system are properly installed prior to transferring and dispensing fuel. Drivers are not to leave hoses unattended during fueling operations. B. The Contractor shall take all due precautions to prevent spillage of these products during delivery. Proper equipment maintenance constant inspection, and where necessary, the use of collection pans during fuel transfer, will be employed to avoid leaks or spills. In the event of a spill, the Contractor shall be responsible for immediate containment, mitigation of the effects of the spill and cleanup of the spilled products at no cost to the City of Corpus Christi. Should the Contractor fail to take immediate action, the City may contract with a third party to accomplish the required control actions and will hold the Contractor responsible for the cost incurred and may be grounds for termination of the contract. A copy of the Contractor's spill containment policy may be requested. C. The services required under this procurement are vital to the operation of the City of Corpus Christi and required during Emergency Situations such as hurricanes and other catastrophes, whether man made or natural. Time is of the essence during these situations and the Contractor should be able to be contacted at any time, day or night during those periods. Please provide emergency contact information as part of the bid proposal form response. Upon request, the Contractor must be prepared and ready to deliver tankers of Gas and Ultra Low Sulfur Diesel (TX LED) fuel to the Service Center located at 5352 Ayers. D. The City of Corpus Christi will take PRIORITY over contracts the successful bidder may have during emergency situations. E. If the Contractor is unable to meet the emergency requirement, the City will locate and purchase the required fuel and any cost incurred, including additional cost over the bid price, will be charged to the Contractor. F. The Contractor must submit a copy of the OPIS price (published for date of delivery) with each invoice. RFB Template Revised 04.28.17 3. Special Instructions A. The City reserves the right to have diesel fuel tested by a recognized independent petroleum testing laboratory at the supplier's expense. B. These test can be scheduled at any time the City deems necessary; not to exceed three times during the twelve month contract term. C. The Bidder must submit, with each delivery, Material Safety Data Sheet/s (MSDS) similar to the U.S. Department of Labor form LSB-00 S 5. D. Vendors must comply with all ASTM test methods as required by TITLE 30 ENVIRONMENTAL QUALITY, PART 1 TEXAS COMMISSION ON ENVIRONMENTAL QUALITY, CHAPTER 114 CONTROL OF AIR POLLUTION FROM MOTOR VEHICLES, SUBCHAPTER H LOW EMISSION FUELS, DIVISION 2 LOW EMISSION DIESEL RULE §114.315 APPROVED TEST METHODS (TX LED), September 13, 2012, in order to be considered responsive. https://www.tceq.texas.gov Delivery Requirements A. For fuel orders placed by the Maintenance Service Department between 8:00 a.m. and 9:00 a.m., delivery shall be made prior to 5:00 p.m. same day. Fuel orders placed after 9:00 a.m. shall be delivered the following day before noon. If the deliveries are made within the time required, the City reserves the right to locate the product and any cost incurred, including additional cost over the bid price, will be charged to the Contractor. B. Upon request, fuel deliveries will be made to the requesting departments shown in Exhibit A. C. Refinery manifest indicating gross/net gallons must accompany all deliveries. All tank wagons making deliveries must be metered and must be verified by City personnel. D. The Contractor must submit, with their bid, a typical analysis of each product being proposed and unleaded fuel must indicate a minimum octane rating of 85 or 87. E. The Contractor must submit, with their bid, a Material Safety Data Sheet/s (MSDS) essentially similar to the U.S. Department of Labor form LSB-00-S5 for each product. RFB Template Revised 04.28.17 Exhibit A Locations Location Tank Total Capacity Above/Under Ground Unleaded Gasoline Octane 87 Fire Station No. 14 5901 S. Staples Corpus Christi, TX 78413 1 1,000 Gallons Above Ground Maintenance Services 5352 Ayers Corpus Christi, TX 78415 2 10,000 Gallons Under Ground International Airport - Aviation 1000 International Corpus Christi, TX 78406 1 1,000 Gallons Above Ground Storm Water Power Street Station A. 1218 N. Water Corpus Christi, TX 78401 2,800 Gallons Above Ground Ultra Low Sulfur Diesel (TX LED) Maintenance Services 5352 Ayers Corpus Christi, TX 78415 2 10,000 gallons Under Ground International Airport - Aviation 1000 International Corpus Christi, TX 78406 1 1,000 Gallons Above Ground P&R Beach Operations 8185 Hwy 361 Corpus Christi, TX 78410 1 0 Gal0lons Above Ground Storm Water, Power Street Station A 1218 N. Power Corpus Christi, TX 78401 3 0 Gal0lons Above Ground Storm Water, Kinney Street Station B 301 N. Kinney Corpus Christi, TX 78401 1 3,000 Gallons Above Ground Water Wesley Seale Dam County Road 365 Corpus Christi, TX 78415 2 0 Gal0lons Above Ground Water O.N. Stevens Plant 13101 Leopard St. Corpus Christi, TX 78410 2 10,000 Gallons Above Ground Waste Water Whitecap WW Plant 13409 Whitecap Corpus Christi, TX 78418 250 Gallons Above Ground RFB Template 10.10.16 Laguna Madre WW Plant 201 Jester Corpus Christi, TX 78418 1 4,000 Gallons Above Ground Oso WW Plant 501 Nile Corpus Christi, TX 78412 2 Gal0lons Above Ground 2 0 Gal5lons Above Ground 2 0 Gal0lons Above Ground Broadway WW Plant 1402 Broadway Corpus Christi, TX 78401 1 8,000 Gallons Above Ground The following estimate is the annual usage (in gallons) of each location: Diesel Wesley Seale Dam 2,000 O.N. Stevens W.T.P. 20,000 Beach Operations 13,067 Storm Water Pump 2,100 Whitecap WW Plant 500 Laguna WW Plant 6,000 Oso WW Plant 4,000 Broadway WW Plant 10,000 Airport 4,202 Fleet Maintenance 747,696 Total usage 809,565 Unleaded Fire Station No. 14 1,000 Airport 165,925 Storm Water Pump 2,800 Fleet Maintenance 576,034 Total usage 745,759 RFB Template 10.10.16 Attachment B: Bid/Pricing Schedule 135-N7 p . p e: ill � ., CITY OF CORPUS CHRISTI Revised BID FORM PURCHASING DIVISION RFB No. 1178 1852 Unleaded Gasoline and Ultra Low Sulfur Diesel (TX LED) PAGE 1 OF 1 Date: 6/14/2017 Authorized l Bidder: .Petroleum Traders Corporation Signature: , , ,,,, mda Stephens, Vice -reside 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 applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Scheduled Item Description Unit Estimated OPIS Price as of Total Fixed Markup Extended Price Qty 04/03/17 +/- fee Unleaded Gasoline 1 Transport Gal 735,759 Q$1a��F828.30 Deliveries $L66 $1,221,359.94 -.0048 Tank Wagon *$20,100.00 2 Deliveries Gal 10,000 $1.66 $16,600.00 +.3500 (067134&(*)• Ultra Low Sulfur Diesel (TX LED) 3 Transport Deliveries Gal 784,565 $1.61 $1,263,149.656 +.0151 * $1,274,996.58 4 Tank Wagon Deliveries Gal 25,000 $1.61 $40,250.00 +.250 * $46,500.00 a *There was a mathematical error with contractor's extended price. Contractor was notified and correction were made. Revised 6/7/2017 Attachment C: Insurance/Bond Requirements CONTRACTOR'S LIABILITY INSURANCE 1. 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. 2. 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 all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) Owned Hired and Non -Owned Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 RFB Template 10.10.16 POLLUTION LIABILITY (Including Cleanup and remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate 3. 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. ADDITIONAL REQUIREMENTS 1. 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. 2. 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. 3. 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 4. 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, RFB Template 10.10.16 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. 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 City of Corpus Christi — Purchasing Division Delivery Services of Gasoline and Diesel 03/17/17 sw Risk Management RFB Template 10.10.16 Attachment D: Warranty Requirements Section 8. Warranty. Is not required for this Serivce Agreement. AGENDA MEMORANDUM Action Item for the City Council Meeting of June 18, 2019 DATE: June 18, 2019 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities Kevinn@cctexas.com (361)-826-1874 Kim Baker, Director of Contracts and Procurement Kimb2cctexas.com (361)-826-3169 Purchase of Polyaluminum Chloride and Aluminum Chlorohydrate chemicals from multiple suppliers CAPTION: Resolution authorizing the purchase of a thirty -day supply of three coagulant chemicals for a pilot program (with Texas Commission on Environmental Quality concurrence) aimed at reducing the overall cost of water treatment; with Brenntag Southwest, Inc. of Houston, Texas for $72,161.28; with Chemtrade Chemicals US, LLC of Parsippany, New Jersey for $69,662.00; and with Geo Specialty Chemicals for $49,999.00 for a total of $191,822.28 funded through the Water Fund. PURPOSE: The purpose of this item is to purchase an alternative coagulant chemical for the water supply under a pilot program to determine if the City can reduce the cost of chemicals needed to treat water. BACKGROUND AND FINDINGS: The City currently uses a chemical known as liquid aluminum sulfate (alum) as a coagulant to treat water. This coagulant is used as one of the first steps in water treatment to get the water as clear and particle -free as possible. Raw water often holds tiny suspended particles that are difficult for the filters to catch. The alum causes these particles to clump together so they can settle out of the water or be trapped by the filters. Staff at the O.N. Stevens Water Treatment Plant are looking for ways to reduce the chemical costs of treating the water. Polyaluminum chloride (PACL) and Aluminum Chlorohydrate (ACH) are alternative coagulants that are being tested to replace the alum currently being used. PACL and ACH are believed to produce less sludge and not decrease the pH of the water as much as alum, which then results in a smaller requirement for another chemical known as caustic soda. Although the cost of the PACL is higher than alum, the corresponding reduction in the use of caustic soda should save overall costs to the City. The cost savings and water quality will be evaluated along with the new chemical results before a decision is reached on its use. The O.N. Stevens Water Treatment Plant staff have conducted jar tests of these chemicals and have worked with Texas Commission on Environmental Quality (TCEQ) to gain approval for a full-scale thirty -day test of the three company's chemicals to determine whether each of the chemicals will perform appropriately and provide an adequate replacement for the alum. Once the tests are concluded and results presented to TCEQ for final approval, the City will conduct a Request for Bid/Proposal for the solicitation of a supply agreement for the use of this chemical. If the test results do not prove out, the City will continue using the current coagulant chemical, alum, to treat the water. The Contracts and Procurement Department has worked with the Utilities Department to approve the purchase of these chemicals for this test as an exception to the procurement policies as we need to test all three available products before a larger open purchase can be conducted. Also, only products approved by TCEQ may be included in the testing and subsequent purchases. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: San Patricio Municipal Water District, which treats essentially the same blend of Raw Water as us, converted to and has been using PACI for approximately two years. Overall, they have experienced a reduction in treatment costs. 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 FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $8,384,942.41 0 $8,384,942.41 Encumbered / Expended Amount $4,430,603.01 0 $4,430,603.01 This item $191,822.28 0 $191,822.28 BALANCE $3,762,517.12 0 $3,762,517.12 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Expenditure Account: Revenue Account: 4010 Water Fund 31010 Stevens Filter Plant 062 Treat water n/a 520010 Purification chemicals n/a RECOMMENDATION: Staff recommends approval of the action as presented LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the purchase of a thirty -day supply of three coagulant chemicals for a pilot program (with Texas Commission on Environmental Quality concurrence) aimed at reducing the overall cost of water treatment; with Brenntag Southwest, Inc. of Houston, Texas for $72,161.28; with Chemtrade Chemicals US, LLC of Parsippany, New Jersey for $69,662.00; and with Geo Specialty Chemicals for $49,999.00 for a total of $191,822.28 funded through the Water Fund. WHEREAS, Brenntag Southwest, Inc, Chemtrade Chemicals US, LLC and Geo Specialty Chemicals will provide coagulant chemicals known as Polyaluminum and Aluminum Chloride for water testing purposes at the O.N. Stevens Water Treatment Plant; WHEREAS, these chemicals are being tested as an alternative to the current chemicals being used to reduce the cost of water treatment; with Texas Commission on Environmental Quality approval; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, exceptions for this procurement exist in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to preserve or protect the public health and safety of the municipality's residents, and it is necessary for the City to purchase sample of chemicals from all approved chemical vendors to perform testing of the chemicals before a formal purchase can be made. 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 purchase coagulant chemicals from Brenntag Southwest, Inc, Chemtrade Chemicals US, LLC and Geo Specialty Chemicals, necessary for testing purposes and to protect the public health and safety of the City's residents, for a total amount not to exceed $191,822.28. Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 6/11/2019 Second Reading Ordinance for the City Council Meeting 6/18/2019 DATE: May 30, 2019 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 361-886-2603 Amending ordinance No. 031751 to comply with grant requirements CAPTION: Ordinance amending Ordinance No. 031751 to comply with grant requirements of the FY2018 Department of Homeland Security Grant Program by adding sections which assure in the event of loss or misuse that the funds will be returned in full by the City of Corpus Christi and authorizing the City Manager to apply for, accept, reject, alter or terminate the grant. PURPOSE: The ordinance must be amended to add a section as required by the Texas Administrative Code. BACKGROUND AND FINDINGS: Applications from local units of governments must include a resolution that contains this statement. ALTERNATIVES: No option. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Approval of the amended ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Ordinance No. 031751 to comply with grant requirements of the FY2018 Department of Homeland Security Grant Program by adding sections which assure in the event of loss or misuse that the funds will be returned in full by the City of Corpus Christi and authorizing the City Manager to apply for, accept, reject, alter or terminate the grant. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Ordinance No. 031751 which accepted a grant from the State of Texas Governor's Homeland Security Grants Division in the amount of $250,000 for the FY2018 Department of Homeland Security Grant Program Operation Stonegarden is amended by adding a new Section 3 and Section 4 to read as follows, shown in underlined text on attached Exhibit A, to comply with grant requirements: "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. SECTION 4. The City Manager or designee is authorized to apply for, accept, reject, alter or terminate the grant." SECTION 2. That Ordinance 031751 as amended will be submitted to the State of Texas Governor's Homeland Security Grants Division. A copy is attached as Exhibit B. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca L. Huerta City Secretary Joe McComb Mayor Amended Ordinance Authorizing accepting a grant in the amount of $250,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2018 Department of Homeland Security Grant Program Operation Stonegarden; and appropriating the $250,000 in the 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 $250,000 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2018 Department of Homeland Security Grant Program Operation Stonegarden to support state and local efforts to prevent terrorism and other catastrophic events. SECTION 2. That $250,000 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. SECTION 4. The City Manager or designee is authorized to apply for, accept, reject, alter or terminate the grant. EXHIBIT A AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 6/11/2019 Second Reading Ordinance for the City Council Meeting 6/18/2019 DATE: May 31, 2019 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police mikemacctexas.com 886-2603 Accept and appropriate a grant from Maddie's Fund in the amount of $5,000.00 to determine the feasibility of an Animal Foster Program in Animal Care Services CAPTION: Ordinance authorizing the acceptance of a grant from Maddie's Fund in the amount of $5,000.00 to develop a pilot program to determine the feasibility for implementation of an Animal Care Foster Program; and appropriating the grant amount in the Police Grants Fund. PURPOSE: The purpose of this item is to accept the grant for developing a pilot program to determine the feasibility of implementing an Animal Care Foster Program. BACKGROUND AND FINDINGS: These funds are available for use to support Animal Care Services specifically establishing an animal foster program. The pilot program will be developed and implemented to determine the feasibility of sustaining a new program to foster animals in the community until permanent homes can be found. This Innovation Grant program awards funds to help projects advance lifesaving and ultimately guarantee a healthy home or habitat for all dogs and cats. The funds will be used to study the feasibility of establishing a full-time animal foster program. This includes bringing in a trainer from Austin Pets Alive to train Animal Care personnel in establishing and supporting a foster program. This is a one-time grant. If the program proves feasible, Animal Care will work to locate additional funds to continue the program. ALTERNATIVES: The City Council may choose not to accept the grant to determine the feasibility of a new program in Animal Care Services. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This item conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $5,000 $5,000 BALANCE $5,000 $5,000 Funding Detail: Fund: 1061 Police Grants Fund Organization/Activity: 821602L Mission Element: 084 Promote pet adoption and pet ownership Project # (CIP Only): Account: 520020 Clinical Supplies and 530362 Training RECOMMENDATION: Approval and appropriation of grant funds. LIST OF SUPPORTING DOCUMENTS: Award letter Ordinance authorizing the acceptance of a grant from Maddie's Fund in the amount of $5,000.00 to develop a pilot program to determine the feasibility for implementation of an Animal Care Foster Program; and appropriating the grant amount in the 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 Maddie's Fund in the amount of $5,000.00 to develop a pilot program to determine the feasibility for implementation of an Animal Care Foster Program. SECTION 2. That $5,000.00 is appropriated in the No. 1061 Police Grants Fund to be used to develop a pilot program in Animal Care Services. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca L. Huerta City Secretary Joe McComb Mayor Pat Eldridge From: Mike Gillis Sent: Wednesday, May 15, 2019 8:56 AM To: Pat Eldridge Subject: FW: Innovation Grant Approved! FYI From: Maddie's Fund Grants Team <grants@maddiesfund.org> Sent: Friday, May 3, 2019 5:46 PM To: Mike Gillis <JohnGi@cctexas.com> Subject: Innovation Grant Approved! Maddie's Fund Dear Mike Gillis, Congratulations! We are pleased to inform you that on 4/30/2019 the Maddie's Fund Board of Directors approved the Innovation Grant application submitted by Corpus Christi Animal Care Services on 2/14/2019 for your Innovative Foster Care project, titled Corpus Christi Animal Care Services Foster Program, in the amount of $5,000.00. We are proud to support Corpus Christi Animal Care Services's lifesaving efforts. Our Innovation Grants are helping to fund projects at shelters, independent rescue organizations, non-profit clinics and TNR groups across the country that advance lifesaving and ultimately guarantee a healthy home or habitat for all dogs and cats. We applaud your forward thinking and are excited to hear about the success of your program! We will be paying this grant via ACH transfer. The payment will be processed in a few weeks. The payment contact indicated on your grant application will receive an email from Bill.com asking for your account information, which is stored securely in Bill.com's system (Maddie's Fund will never see your information). Once your information is submitted, when our Accounting team processes the payments, the funds will be transferred directly into your account. 1 In appreciation of this grant, please use the hashtag #ThanksToMaddie in any posts on social media about this grant or activities funded by this grant. The Maddie's Grant Recognition Toolkit can be found here: http://www.maddiesfund.org/grant-recognition.htm. As your reporting requirement for this grant, we will send you a follow up survey via email in approximately six months to learn how your project went/is going. This will need to be completed within 30 days of receipt of the survey. Additionally, you will be required to join the Maddie's Fund Coalition in Shelter Animals Count (www.shelteranimalscount.org) within 30 days of receiving this approval email. As a?national animal welfare leader and funder of animal welfare in North America, Maddie's Fund believes that organizations should be transparent about the number of animals that come under their care, and the outcome for all of those animals.?That is why we support the public availability of key data (the basic data matrix as defined by Shelter Animals Count), from all animal welfare agencies and nonprofits, both publicly and privately funded and whether or not they provide government animal control services or humane law enforcement. In accepting this grant, Corpus Christi Animal Care Services agrees to allow Maddie's Fund to distribute and/or include information about this grant in public reports, press releases and other public or private communications with input from Corpus Christi Animal Care Services. If you have any questions about this grant, please contact our Grants Team at grants@maddiesfund.org or 925.310.5450. Congratulations, again, on receiving this grant! We wish you the best in your humane work. 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: June 18, 2019 Legistar Number: 19-0808 Agenda Item: Ordinance authorizing the acceptance of a grant from Maddie's Fund in the amount of $5,000.00 to develop a pilot program feasibility plan for implementation of an Animal Care Foster Program; and appropriating the grant amount in the Police Grants Fund. Amount Required: $ Fund Name Accounting Unit Account No. Activity No. Amount Police Grants Fund 1061-151 821603L $5,000 Total $5,000 Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 18, 2019 Second Reading Ordinance for the City Council Meeting June 25, 2019 DATE: May 10, 2019 TO: Peter Zanoni, City Manager FROM: Annette Rodriguez, MPH., Director of Public Health Annetter(a�cctexas.com 361.826.7205 Acceptance of the Regional Local Services System/Local Public Health System (RLSS/LPHS) Grant, RLSS Grant Program Income and RLSS Medicaid Program Income in the amount of $728,736.00, and appropriation of the funds for the contract period September 1, 2019 through August 31, 2021. CAPTION: Ordinance authorizing the acceptance and appropriation of a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736.00 from the Texas Department of State Health Services in the Health Grants for the contract period September 1, 2019 through August 31, 2021, to provide essential public health services. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to improve and strengthen local public health infrastructure within the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $328,736.00, to provide funding for public health services beginning September 1, 2019 through August 31, 2021, to fund personnel, fringe benefits and supplies to support the provision of essential public health services including disease investigation and surveillance, laboratory services and environmental health services. It is estimated that the grant will generate RLSS grant program income of $330,000.00 and RLSS grant program Medicaid income of $70,000.00 during the period of September 1, 2019 through August 31, 2021. ALTERNATIVES: Refuse the grant and discontinue the local public health services program that enables the Health District to provide for local public health services including disease investigation and surveillance, laboratory services, and environmental health services. OTHER CONSIDERATIONS: None 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. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2019-2021 Current Year Future Years TOTALS Line Item Budget RLSS Grant $164,368 $164,368 $328,736 RLSS PI $165,000 $165,000 $330,000 RLSS Medicaid PI $35,000 $35,000 $70,000 BALANCE $364,368 $364,368 $728,736 Comments: No fiscal impact to general fund. The grant does not require a cash or in-kind match. Funding Detail: Fund: 1066 Health Grants paid by Department of State Health Services Organization/Activity: 831120F, 831431 L, 831430L Mission Element: 103 Disease Prevention Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. HHS00047600001 Ordinance Ordinance authorizing the acceptance and appropriation of a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736.00, from the Texas Department of State Health Services in the Health Grants for the contract period September 1, 2019 through August 31, 2021, to provide essential public health services. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $328,736.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2019, through August 31, 2021, to provide essential health services. Section 2: Authorizing the appropriation of an estimated $330,000.00, RLSS grant program income and estimated $70,000.00, RLSS grant program Medicaid income in the No. 1066 Health Grants Fund, for a total project cost of $728,736.00. Section 3: 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 4: 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 , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS00047600001 UNDER THE REGIONAL LOCAL SERVICES SYSTEM/LOCAL PUBLIC HEALTH SERVICES GRANT PROGRAM I. PURPOSE The Department of State Health Services ("System Agency") 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 Local Public Health Services to improve or strengthen local public health infrastructure within the State of Texas (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791. III. DURATION The Contract is effective on September 1, 2019 and terminates on August 31, 2021, 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. IV. BUDGET The total amount of this Contract will not exceed THREE HUNDRED TWENTY-EIGHT THOUSAND SEVEN HUNDRED THIRTY-SIX DOLLARS ($328,736.00). All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. The total allocation amount for FY20 (September 1, 2019 through August 31, 2020) is ONE HUNDRED SIXTY-FOUR THOUSAND THREE HUNDRED SIXTY-EIGHT DOLLARS ($164,368.00) The total allocation amount for FY21 (September 1, 2020 through August 31, 2021) is ONE HUNDRED SIXTY-FOUR THOUSAND THREE HUNDRED SIXTY-EIGHT DOLLARS ($164,368.00) V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Agency System Agency Contract No. mis00047600001 Page 1 of 4 DocuSign Envelope ID: AF602527-CEEB-4E1 C-B2D5-08F6EF4BDBE2 Department of State Health Services 1100 West 49th Street, MC 1990 Austin, Texas 78756 Attention: Elma Medina elma.medina@dshs.texas.gov Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Horne Rd. Corpus Christi, Texas 78416 Attention: Isidoro Prado MPA isidoroP@cctexas.com VI. 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: General Counsel 1100 W. 49th Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Home Rd. Corpus Christi, Texas 78416 Attention: Annette Rodriquez annetteR@cctexas.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. VII. ADDITIONAL GRANT INFORMATION Federal Award Identification Number (FAIN): 1NB01OT009193-01-00 Federal Award Date: 10/1/2017 Name of Federal Awarding Agency: Centers for Disease Control and Prevention (CDC) CFDA Name and Number: 93.991 Awarding Official Contact Information: Barbara (Rene) Benyard, CDFM, Grants Management Officer CDC, Office of Financial Resources, 2960 Brandywine Road, MS #-01, Atlanta, GA 30341 Telephone: 770-488-2757, rbenyard@cdc.gov DUNS: 69457786 System Agency Contract No. uns00047600001 Page 2 of 4 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 SIGNATUJRE PAGE FOLLOWS System Agency Contract No. ni1s00047600001 Page 3 of 4 DocuSign Envelope ID: AF602527-CE8B-4E1C-82D5-08F6EF4BDBE2 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. DEPARTMENT OF STATE HEALTH SERVICES David Gruber Associate Commissioner Regional and Local Health Operations Date of execution: GRANTEE Name: Annette Rodriquez Title: Health Di rector Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. HHS00047600001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - ATTACHMENT B - ATTACHMENT C - ATTACHMENT D - ATTACHMENT E - ATTACHMENT F - ATTACHMENT G - ATTACHMENT H - STATEMENT OF WORK BUDGET UNIFORM TERMS AND CONDITIONS CONTRACT AFFIRMATIONS SUPPLEMENTAL & SPECIAL CONDITIONS FFATA DATA USE AGREEMENT FEDERAL ASSURANCES AND CERTIFICATIONS System Agency Contract No. aas00047600001 Page 4 of 4 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-0SF6EF4BDBE2 ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES A. Grantee shall perform activities in support of the Preventive Health and Health Services Block Grant, Centers for Disease Control and Prevention (CDC). B. Grantee shall perform the activities required under this Contract in the following county: Nueces County C. Grantee will work to improve or strengthen local public health infrastructure within the State of Texas by: 1. Developing objective(s) to address a public health issue; 2. Utilizing resources provided through this Contract to conduct activities and services that provide or support the delivery of essential public health services; 3. Assessing, monitoring, and evaluating the essential public health activities and services provided through this contract; and 4. Developing strategies to improve the delivery of essential public health service(s) to identified service area. D. Grantee will assess, monitor and evaluate the essential public health activities in accordance with the following standards: the National Public Health Performance Standards, approved by the Centers for Disease Control and Prevention Healthy People 2020 (Healthy People) related goals and objectives; System Agency programmatic grant guidance and performance standards relative to the Grantees identified scope of work; and federal, state or local laws or regulations goveming the delivery of essential public health services. Other evaluation methods utilizing standards not listed in this Section must be pre -approved in writing by System Agency. E. Grantee shall implement its approved Project Service Delivery Plan (PSDP) contained in its FY20/21 Local Public Health Services Application, which is incorporated herein by reference and made a part of this Contract as if fully set forth herein. The PSDP must include a description of the public health issue(s) or public health program to be addressed by RLSS/LPHS funded staff and measurable objective(s) and activities for addressing the issue. The PSDP must also describe a clear method for evaluating the services that will be provided, as well as recommendations or plans for improving essential public health services delivery based on the results of an evaluation. Any changes to the approved PSDP will require System Agency's written approval. F. Grantee shall enter quarterly and final performance reports that describe progress toward achieving the objectives contained in approved Grantee's PSDP into the reporting link, https://www.dshs.state.tx.us/rls/pphsbg.aspx, on the DSHS RLHO PHHSBG webpage. Grantee shall enter the performance reports by the end of the month following the end of each quarter. Failure to enter a required report of additional requested information by the due date specified in this Contract or upon request constitutes breach of contract, may result in delay payment, and may adversely affect evaluation of Grantee's future contracting opportunities with the department. v. 11.15.2016 Page 1 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 ATTACHMENT A STATEMENT OF WORK G. Grantee will comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Contract and as amended. H. Contractor shall maintain an inventory of equipment, supplies defined as Controlled Assets, and real property and submit an annual cumulative report of the equipment and other property on HHS System Agencies Grantee's Property Inventory Report to the assigned System Agency Contract Manager by email no later than October 15 of each year. I. Funding for this Contract is dependent on the award of the applicable federal grant. No FY2020 work may begin and no charges may be incurred until the System Agency issues a written notice to proceed to Grantee. This Notice to Proceed may include an amended or ratified budget which will be incorporated into this Contract by a subsequent amendment, as necessary. Notwithstanding the preceding, at the discretion of the System Agency, Grantee may be eligible to receive reimbursement for eligible expenses incurred during the period of performance as defined by 2 CFR §200.309. 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. III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.System Agencv.state.tx.us/grants /forms/b13form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesndshs.state.tx.us , and CMSInvoices@n,dshs.texas.Qov B. Grantee will be paid on a monthly basis with acceptable supporting documentation for reimbursement of the required services/deliverables, and in accordance with the Budget in Attachment B 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. v. 11.152016 Page 2 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 ATTACHMENT B BUDGET Budget Categories FY20 Budget Summary FY21 Budget Summary 2 Year Total Budget Personnel $106,271.00 $106,271.00 $212,542.00 Fringe Benefits $ 48,321.50 $ 48,321.50 $ 96,643.00 Travel $ 3,625.00 $ 3,625.00 $ 7,250.00 Equipment $0 $0 $0 Supplies $ 6,150.50 $ 6,150.50 $ 12,301.00 Contractual $0 $0 $0 Other $0 $0 $0 Sum of Direct Costs $164,368.00 $164,368.00 $328,736.00 Indirect Costs $0 $0 $0 Sum of Total Direct Costs and Indirect Costs $164,368.00 $164,368.00 $328,736.00 Match (Cash or In -Kind) $0 $0 $0 TOTAL $164,368.00 $164,368.00 $328,736.00 System Agency Contract No. [ ] DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 HHSC Uniform Terms and Conditions Version 2.16 Published and Effective: March 26, 2019 Responsible Office: Chief Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions -Grant Version 2.16.1 DocuSign Envelope ID: AF602527-CEEB-4E1C-B2D5-08F6EF4BDBE2 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.1 Definitions 4 1.2 Interpretive Provisions 6 ARTICLE II. PAYMENT METHODS AND RESTRICTIONS 6 2.1 Payment Methods 6 2.2 Final Billing Submission 7 2.3 Financial Status Reports (FSRs) 7 2.4 Use of Funds 7 2.5 Use for Match Prohibited 7 2.6 Program Income 7 2.7 Nonsupplanting 8 2.8 Allowable Costs 8 2.9 Indirect Cost Rates 8 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.1 Funding 8 3.2 No Debt Against the State 8 3.3 Debt and Delinquencies 8 3.4 Recapture of Funds 8 ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 9 4.1 Allowable Costs. 9 4.2 Audits and Financial Statements 10 4.3 Submission of Audits and Financial Statements 11 ARTICLE V. AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 11 5.1 General Affirmations 11 5.2 Federal Assurances 11 5.3 Federal Certifications 11 ARTICLE VI. INTELLECTUAL PROPERTY 11 6.1 Ownership of Work Product 11 6.2 Grantees Pre-existing Works 12 6.3 Agreements with Employees and Subcontractors 12 6.4 Delivery Upon Termination or Expiration 12 6.5 Survival 12 HHSC Grantee Uniform Terms and Conditions Page 2 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CEEB-4E1C-B2D5-08F6EF4BDBE2 ARTICLE VII. RECORDS, AUDIT, AND DISCLOSURE 13 7.1 Books and Records 13 7.2 Access to Records, Books, and Documents 13 7.3 Response/Compliance with Audit or Inspection Findings 13 7.4 SAO Audit 14 7.5 Confidentiality 14 ARTICLE VIII. CONTRACT MANAGEMENT AND EARLY TERMINATION 14 8.1 Contract Remedies 14 8.2 Termination for Convenience 14 8.3 Termination for Cause 14 ARTICLE IX. MISCELLANEOUS PROVISIONS 15 9.1 Amendment 15 9.2 Insurance 15 9.3 Legal Obligations 15 9.4 Permitting and Licensure 16 9.5 Indemnity 16 9.6 Assignments 16 9.7 Independent Contractor 17 9.8 Technical Guidance Letters 17 9.9 Dispute Resolution 17 9.10 Governing Law and Venue 17 9.11 Severability 17 9.12 Survivability 18 9.13 Force Majeure 18 9.14 No Waiver of Provisions 18 9.15 Publicity..... 18 9.16 Prohibition on Non -compete Restrictions 19 9.17 No Waiver of Sovereign Immunity 19 9.18 Entire Contract and Modification 19 9.19 Counterparts 19 9.20 Proper Authority 19 9.21 E -Verify Program 19 9.22 Civil Rights 19 9.23 System Agency Data 21 HHSC Grantee Uniform Terms and Conditions Page 3 of 21. v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.1 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, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters. "Attachment" means documents, terms, conditions, or information added to this Contract following the Signature Document or included by reference, and made a part 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 for all purposes. "Deliverable" means the work product(s), including all reports and project documentation, required to be submitted by Grantee to the System Agency. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "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. May also be referred to as "Contractor" in certain attachments. "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 Govemment Code. "Intellectual Property Rights" means the worldwide proprietary rights or interests, including patent, copyright, trade secret, and trademark rights, as such right may be evidenced by or embodied in: i. any idea, design, concept, personality right, method, process, technique, apparatus, invention, discovery, or improvement; ii. any work of authorship, including any compilation, computer code, website or web page design, literary work, pictorial work, or graphic work; iii. any trademark, service mark, trade dress, trade name, branding, or other indicia of source or origin; iv. domain name registrations; and v. any other proprietary or similar rights. The Intellectual Property Rights of a Party include all worldwide proprietary rights or interests that the Party may have acquired by assignment, by exclusive license, or by license with the right to grant sublicenses. HHSC Grantee Uniform Terms and Conditions Page 4 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 "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. "Proiect" 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. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" or "Request for Applications (RFA)" means the document (including all amendments and attachments) issued by the System Agency under which applications for Program funds were requested, which is incorporated by reference for all purposes in its entirety. "Solicitation Response" or "Application" means Grantee's full and complete response (including any attachments and addenda) to the Solicitation, which is incorporated by reference for all purposes in its entirety. "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 Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by H ISC under authority granted under State law and the officers, employees, authorized representatives and designees of those agencies. These agencies include: HHSC and the Department of State Health Services. "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. "Work Product" means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the deliverables, that are developed, produced, generated or provided by Grantee in connection with Grantee's performance of its duties under the Contract or through use of any funding provided under this Contract. "Uniform Grant Management Standards" or "UGMS" means uniform grant and contract administration procedures, developed under the authority of Chapter 783 of the Texas HHSC Grantee Uniform Terms and Conditions Page 5 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-0SF6EF4BDBE2 Government Code, to promote the efficient use of public funds in local govemment and in programs requiring cooperation among local, state, and federal agencies. 1.2 INTERPRETIVE PROVISIONS A. The meanings of defined terms include the singular and plural forms. 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 Amendments and other modifications, 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, 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 2.1 PAYMENT METHODS A. Except as otherwise provided by this Contract, the payment method will be one or more of the following: i. 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; ii. 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 iii. 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 HHSC Grantee Uniform Terms and Conditions Page 6 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law, state and federal regulations, and at the sole discretion of the System Agency. B. Grantee 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. 2.2 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 the end of the term of the Contract. Reimbursement or payment requests received after the deadline may not be paid. 2.3 FINANCIAL STATUS REPORTS (FSRS) Except as otherwise provided, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to System Agency by the last business day of the month following the end of each quarter 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. 2.4 USE OF FUNDS Grantee shall expend funds under this Contract only for approved services and for reasonable and allowable expenses directly related to those services. 2.5 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. 2.6 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 Program Income, as provided in UGMS Section III, Subpart C, .25(g)(2), to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report Program Income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term, when earned, 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 Program Income for the purposes and under the conditions specified in this Contract. HHSC Grantee Uniform Terms and Conditions Page 7 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 2.7 NONSUPPLANTING Grant funds may be used to supplement existing, new or corresponding programming and related activities. Grant funds may not be used to supplant (replace) existing funds in place to support current programs and related activities. 2.8 ALLOWABLE COSTS 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 Allowable Costs. Additional federal requirements apply if this Contract is funded, in whole or in part, with federal funds. 2.9 INDIRECT COST RATES The System Agency may acknowledge an indirect cost rate for Grantees that is utilized for all applicable contracts. Grantee will provide the necessary financial documents to determine the indirect cost rate in accordance with the Uniform Grant Guidance (UGG) and Uniform Grant Management Standards (UGMS). ARTICLE III STATE AND FEDERAL FUNDING 3.1 FUNDING This Contract is subject to termination or cancellation, without penalty to System Agency, either in whole or in part, subject to the availability of state funds. System Agency is a state agency whose authority and appropriations are subject to actions of the Texas Legislature. If System Agency becomes subject to a legislative change, revocation of statutory authority, or lack of appropriated funds that would render either System Agency's or Grantee's delivery or performance under the Contract impossible or unnecessary, the Contract will be terminated or cancelled and be deemed null and void. In the event of a termination or cancellation under this Section, System Agency will not be liable to Grantee for any damages, that are caused or associated with such termination, or cancellation, and System Agency will not be required to give prior notice. 3.2 NO DEBT AGAINST THE STATE This Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.3 DEBT AND DELINQUENCIES Grantee agrees that any payments due under the Contract shall be directly applied towards eliminating any debt or delinquency it has to the State of Texas including, but not limited to, delinquent taxes, delinquent student loan payments, and delinquent child support. 3.4 RECAPTURE OF FUNDS A At its sole discretion, the System Agency may i) withhold all or part of any payments to Grantee to offset overpayments, unallowable or ineligible costs made to the Grantee, or if any required financial status report(s) is not submitted by the due date(s), or ii) require Grantee to promptly refund or credit - within thirty (30) calendar days of written notice - HHSC Grantee Uniform Terms and Conditions Page 8 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 any funds erroneously paid by System Agency which are not expressly authorized under the Contract. B. "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 shall be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. ARTICLE IV. ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4 1 ALLOWABLE COSTS A. 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. At its sole discretion, the System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. 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, but are not limited to: Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local, and Tribal Governments 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR Part 200 and UGMS 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS HHSC Grantee Uniform Terms and Conditions Page 9 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-O8F6EF4BDBE2 For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization Contract Cost Subpart F and UGMS other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. Principles and Procedures, or Uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency UGMS B. 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. 4.2 AUDITS AND FINANCIAL STATEMENTS A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee will be subject to the sanctions and remedies for non-compliance with this Contract. ii. If Grantee, within Grantee's fiscal year, expends 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 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iii. If Grantee, within Grantee's fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. iv. 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. v. Each Grantee that is required to obtain a single audit must competitively re -procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program - specific audit, must provide financial statements. HHSC Grantee Uniform Terms and Conditions Page 10 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 4.3 SUBMISSION OF AUDITS AND FINANCIAL STATEMENTS A. Audits Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically one copy of the single audit or program -specific audit to the System Agency via: i. HHS portal at: or, https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau ii. Email to• single_audit_report@hhsc.state.tx.us. B. Financial Statements Due no later than nine months after the Grantee's fiscal year end, Grantees which are not required to submit an audit, shall submit electronically financial statements via: i. HHS portal at: https://hhsportal.hhs.state.tx.us/heartwebextr/hhscSau; or, ii. Email to: single_audit_report@hhsc.state.tx.us. ARTICLE V. AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.1 GENERAL AFFIRMATIONS Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the Grantee has reviewed the General Affirmations and that Grantee is in compliance with all requirements. 5.2 FEDERAL ASSURANCES Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Assurances and that Grantee is in compliance with all requirements. 5.3 FEDERAL CERTIFICATIONS Grantee further certifies that, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, the Grantee has reviewed the Federal Certifications and that Grantee is in compliance with all requirements. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, and regulations, as they may pertain to this Contract. ARTICLE VL INTELLECTUAL PROPERTY 6.1 OWNERSHIP OF WORK PRODUCT All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Grantee's employees will have no rights in or ownership of the Work Product or any other property of System Agency. Any and all Work Product that is copyrightable under United States copyright law is deemed to be "work made for hire" owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a "work made for hire" under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated HHSC Grantee Uniform Terms and Conditions Page 11 of21 v. 2.16.1 Effective 03/26/2019 Docusign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Grantee agrees to execute all papers and to perform such other property rights as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty -free, transferable, irrevocable, and perpetual license, with the right to sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights. 6.2 GRANTEE'S PRE-EXISTING WORKS To the extent that Grantee incorporates into the Work Product any works of Grantee that were created by Grantee or that Grantee acquired rights in prior to the Effective Date of this Contract ("Incorporated Pre-existing Works"), Grantee retains ownership of such Incorporated Pre-existing Works, and Grantee hereby grants to System Agency an irrevocable, perpetual, non-exclusive, royalty -free, transferable, worldwide right and license, with the right to sublicense, to use, modify, copy, create derivative works of, publish, publicly perform and display, sell, offer to sell, make and have made, the Incorporated Pre- existing Works, in any medium, with or without the associated Work Product. Grantee represents, warrants, and covenants to System Agency that Grantee has all necessary right and authority to grant the foregoing license in the Incorporated Pre-existing Works to System Agency. 6.3 AGREEMENTS WITH EMPLOYEES AND SUBCONTRACTORS Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee's compliance with Grantee's obligations under this Article VI. 6.4 DELIVERY UPON TERMINATION OR EXPIRATION No later than the first calendar day after the termination or expiration of the Contract or upon System Agency' s request, Grantee shall deliver to System Agency all completed, or partially completed, Work Product, including any Incorporated Pre-existing Works, and any and all versions thereof. Grantee's failure to timely deliver such Work Product is a material breach of the Contract. Grantee will not retain any copies of the Work Product or any documentation or other products or results of Grantee's activities under the Contract without the prior written consent of System Agency. 6.5 SURVIVAL The provisions and obligations of this Article VI survive any termination or expiration of the Contract. HHSC Grantee Uniform Terms and Conditions Page 12 of21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CEEB-4E1C-B2D5-08F6EF4BDBE2 ARTICLE VII. RECORDS, AUDIT, AND DISCLOSURE 7.1 BOOKS AND RECORDS Grantee shall 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 shall 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. 7.2 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 shall 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 shall 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 shall 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 Office of the Texas Attorney General, 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 shall produce original documents related to this Contract. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.3 RESPONSE/COMPLIANCE WITH AUDIT OR INSPECTION FINDINGS A. Grantee must act to ensure its and its Subcontractors' 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 services and Deliverables provided. Any such correction will be at Grantee's or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance shall 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. HHSC Grantee Uniform Terms and Conditions Page 13 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 7.4 SAO AUDIT A. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The 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, under the direction of the legislative audit committee, 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 state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. B. Grantee shall comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code. 7.5 CONFIDENTIALITY Grantee shall maintain as confidential, and shall not disclose to third parties without System Agency's prior written consent, any System Agency information including but not limited to System Agency's business activities, practices, systems, conditions and services. This section will survive termination or expiration of this Contract. ARTICLE VIII. CONTRACT REMEDIES AND EARLY TERMINATION 8.1 CONTRACT REMEDIES To ensure Grantee's full performance of the Contract and compliance with applicable law, the System Agency reserves the right to hold Grantee accountable for breach of contract or substandard performance and may take remedial or corrective actions, including, but not limited to: i. suspending all or part of the Contract; ii. requiring the Grantee to take specific actions in order to remain in compliance with the Contract; iii. recouping payments made by the System Agency to the Grantee found to be in error; iv. suspending, limiting, or placing conditions on the Grantee's continued performance of the Project; v. imposing any other remedies, sanctions or penalties authorized under this Contract or permitted by federal or state statute, law, regulation or rule. 8.2 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. The System Agency's right to terminate the Contract for convenience is cumulative of all rights and remedies which exist now or in the future. 8.3 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: HEISC Grantee Uniform Terms and Conditions Page 14 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 i. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, in 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. ii. 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. ARTICLE IX. MISCELLANEOUS PROVISIONS 9.1 AMENDMENT The Contract may only be amended by an Amendment executed by both Parties. 9.2 INSURANCE A. Unless otherwise specified in this Contract, Grantee shall 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 shall 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 shall 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. B. 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. 9.3 LEGAL OBLIGATIONS Grantee shall 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 shall be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. HHSC Grantee Uniform Terms and Conditions Page 15 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 9.4 PERMITTING AND LICENSURE At Grantee's sole expense, Grantee shall 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 shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Contract. 9.5 INDEMNITY A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE CONTRACT AND ANY PURCHASE ORDERS ISSUED UNDER THE CONTRACT. THE DEFENSE SHALL BE COORDINATED BY GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. B. THIS PARAGRAPH IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLEGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. For the avoidance of doubt, System Agency shall not indemnify Grantee or any other entity under the Contract. 9.6 ASSIGNMENTS A. 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. B. 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. HHSC Grantee Uniform Terms and Conditions Page 16 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 9.7 INDEPENDENT CONTRACTOR Grantee and Grantee's employees, representatives, agents, Subcontractors, suppliers, and third -party service providers shall serve as independent contractors in providing the services under the Contract. Neither Grantee nor System Agency is an agent of the other and neither may make any commitments on the other party's behalf. Should Grantee subcontract any of the services required in the Contract, Grantee expressly understands and acknowledges that in entering such subcontract(s), System Agency is in no manner liable to any Subcontractor(s) of Grantee. In no event shall this provision relieve Grantee of the responsibility for ensuring that the services performed under all subcontracts are rendered in compliance with the Contract. Grantee shall have no claim against System Agency for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Contract shall not create any joint venture, partnership, agency, or employment relationship between Grantee and System Agency. 9.8 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 (TGL). 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 for all purposes when it is issued. 9.9 DISPUTE RESOLUTION A. The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used to attempt to resolve any dispute arising under the Contract. B. If a contract dispute arises that cannot be resolved to the satisfaction of the Parties, either Party may notify the other Party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen (14) days of the written notification, the Parties must use the dispute resolution process provided for in Chapter 2260 of the Texas Government Code to attempt to resolve the dispute. This provision will not apply to any matter with respect to which either Party may make a decision within its respective sole discretion. 9.10 GOVERNING LAW AND VENUE The Contract shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions. The venue of any suit arising under the Contract is fixed in any court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise identified in a statute which directly names or otherwise identifies its applicability to the System Agency. 9.11 SEVERABILITY If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non- HHSC Grantee Uniform Terms and Conditions Page 17 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-62D5-08F6EF4BDBE2 enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. 9.12 SURVIVABILITY Expiration or termination of the Contract for any reason does not release Grantee from any liability or obligation set forth in the Contract that is expressly stated to survive any such expiration or termination, that by its nature would be intended to be applicable following any such expiration or termination, or that is necessary to fulfill the essential purpose of the Contract, including without limitation the provisions regarding warranty, indemnification, confidentiality, and rights and remedies upon termination. 9.13 FORCE MAJEURE Neither Grantee nor System Agency shall be liable to the other for any delay in, or failure of performance, of any requirement included in the Contract caused by force majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed provided the non-performing party exercises all reasonable due diligence to perform. Force majeure is defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. 9.14 No WAIVER OF PROVISIONS The failure of the System Agency to object to or to take affirmative action with respect to any conduct of the Grantee which is in violation or breach of the terms of the Contract shall not be construed as a waiver of the violation or breach, or of any future violation or breach. 9.15 PUBLICITY A. 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. B. 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. C. Contractor is prohibited from using the Work for any Contractor or third party marketing, advertising, or promotional activities, without the prior written consent of System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Contractor's or a third party's products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Contractor as part of the Work. HHSC Grantee Uniform Terms and Conditions Page 18 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 9.16 PROHIBITION ON NON -COMPETE RESTRICTIONS Grantee shall 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. 9.17 No WAIVER OF SOVEREIGN IMMUNITY Nothing in the Contract will be construed as a waiver of the System Agency's or the State's sovereign immunity. This Contract shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to the System Agency or the State of Texas under the Contract or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. System Agency does not waive any privileges, rights, defenses, or immunities available to System Agency by entering into the Contract or by its conduct prior to or subsequent to entering into the Contract. 9.18 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. 9.19 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. 9.20 PROPER AUTHORITY Each Party represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. 9.21 E -VERIFY PROGRAM Grantee certifies that it utilizes and will continue to utilize the U.S. Dept tent of Homeland Security's E -Verify system to determine the eligibility of: i. all persons employed to perform duties within Texas during the term of the Contract; and ii. all persons, (including subcontractors) assigned by the Grantee to perform work pursuant to the Contract within the United States of America. 9.22 CIVIL. RIGHTS A. Grantee agrees to comply with state and federal anti -discrimination laws, including: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d etseq.); ii. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); iii. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); iv. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); HHSC Grantee Uniform Terms and Conditions Page 19 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CEGB-4E1C-B2D5-0BF6EF4BDBE2 v. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); vi. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and vii. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Contract. B. 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. C. 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. D. 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://hhscx.hhsc.texas.gov/system-support- services/civil-rights/publications E. 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 Depaitlnent of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. F. Upon request, Grantee shall provide HHSC's Civil Rights Office with copies of the Grantee's civil rights policies and procedures. G. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Contract. 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. 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. HHSC Grantee Uniform Terms and Conditions Page 20 of21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 9.23 SYSTEM AGENCY DATA As between the Parties, all data and information acquired, accessed, or made available to Contractor by or through System Agency or System Agency contractors, including all electronic data generated, processed, transmitted, or stored by Contractor in the course of providing data processing services in connection with Contractor's performance hereunder, (the "System Agency Data"), is owned solely by System Agency. Contractor has no right or license to use, analyze, aggregate, transmit, create derivatives of, copy, disclose, or process the System Agency Data except as required for Contractor to fulfill its obligations under the Contract or as authorized in advance in writing by System Agency. For the avoidance of doubt, Contractor is expressly prohibited from using, and from permitting any third party to use, System Agency Data for marketing, research, or other non-governmental or commercial purposes, without the prior written consent of System Agency. HHSC Grantee Uniform Terms and Conditions Page 21 of 21 v. 2.16.1 Effective 03/26/2019 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 ATTACHMENT D CONTRACT AFFIRMATIONS By entering into this Contract, Contractor affirms, without exception, as follows: 1. Contractor represents and warrants that these Contract Affirmations apply to Contractor and all of Contractors principals, officers, directors, shareholders, partners, owners, agents, employees, subcontractors, independent contractors, and any other representatives who may providesendces under, who have a financial interest in, or otherwise are interested in this Contract and any related Solicitation. 2. Contractor represents and warrants that all statements and information provided to HHSC are current complete, and accurate. This includes all statements and information in this Contract and any related Solicitation Response. 3. Contractor understands that HHSC will comply with the Texas Public Information Act (Chapter 552 of the Texas Government Code) as interpreted by judicial rulings and opinions of the Attorney General of the State of Texas. Information, documentation, and other material prepared and submitted in connection with this Contract or any related Solicitation may be subject to public disclosure pursuant to the Texas Public Information Act In accordance with Section 2252.907 of the Texas Government Code, Contractor is required to make any information created or exchanged with the State pursuant to the Contract, and not otherwise excepted from disclosure under the Texas Public information Act, available in a format that is accessible by the public at no additional rha,ge to the State. 4. Coa4ractor accepts the Solicitation terms and conditions unless specifically noted by exceptions advanced in the form and manner directed in the Solicitation, if any, under which this Contract was awarded. Contractor agrees that all exceptions to the Solicitation, if any, are rejected unless expressly accepted by HHSC in writing. 5. Contractor agrees that HHSC bas the right to use, produce, and distribute copies of and to disclose to HHSC employees, agents, and contractors and other governmental entities all or part of this Contract or any related Solicitation Response as HHSC deems necessary to complete the procurement process or comply with state or federal laws. 6. Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of HHSC. 7. 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 or any related Solicitation, or related Solicitation Response. 8. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not inelieible to receive this v. 1.3 August 2018 Pare 1 of 6 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 9. Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 10. Under Section 231.006(d) of the Texas Family Code regarding child support, Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive the specified payment and acknowledges that the Contract may be terminated and payment may be withheld if this certification is inaccurate. 11. Contractor certifies that it and its principals are not suspended or debarred fiom doing business with the state or federal government as listed an the State of Texas Debarred Vendor List maintained by the Texas Comptroller of Public Accounts and the System for Award Managemwtl (SAM) maintained by the General Services Administration- This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.FJZ Part 376, and any relevant regulations promulgated by the Department or Agency funding this project This provision =hall be included in its entirety in Contractor's subcontracts, if any, if payment in whole or in part isfrom federal funds. 12. Contractor certifies that it is not listed on the federal government's terrorism watch list as described in Executive Order 13224. 13- Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization, as prohibited by Section 2252.152 of the Texas Government Code. 14. In accordance with Section 669.003 of the Texas Government Code, relating to contracting with the executive head of a state agency, Contractor certifies that it is not (1) the executive head of an HHS agency, (2) a person who at any time during the four years before the date of this Contract was the executive head of an HHS agency, or (3) a person who employs a current or former executive head of an HHS agency. 15. 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. 16. Contractor agrees that any payments due under this Contract shall be applied towards any debt or delinquency that is owed to the State of Texas. 17. Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract or any related Solicitation 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). v. 13 August 2018 Pare 2. of 6 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 18. Contractor agrees to comply with Section 2155.4441 of the Texas Government Code, requiring the purchase of products and materials produced in the State of Texas in performing service contracts. 19. Contractor agrees that upon request of HHSC, Contractor shall provide copies of its most recent business continuity and disaster recovery plans. 20. Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutoy requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to HHSC that the technology provided to HHSC for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: • providing equivalent access for effective use by both visual and non -visual means; • presenting information, including prompts used for interactive communications, in formats intended for non -visual use; and • being integrated into networks for obtaini E retrieving, and disseminating information used by individuals who are notblind or visually impaired. For purposes of this Section, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code, the Technology Access Clause contract provision remains in effect for any contract entered into before September 1, 2006. 21. If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328. 22. If this Contract is for the purchase or lease of covered television equipment then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television. Equipment Recycling Program. 23. Contractor represents and warrants, during the twelve (12) monthperiod immediately prior to the date of the execution of this Contract, none of its employees including, but not limited to those will provide services under the Contract was an employee of an HHS Agency. 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 System Agency to perforin services v. 1.3 .AuEUSt 2013 Page 3 of 6 DocuSign Envelope ID: AF602527-CEEB-4E1C-B2D5-08F6EF4BDBE2 under this Contract during the twelve (12) month period immediately followinw the employee's last date of employment at the System Agency. 24_ Contractor acknowledges that, pursuant to Section 571069 of the Teras Government Code, a former state officer or employee of a state agency who during the period of state service or employment participatedon behalf of a state agency in a procurement or contract negotion involving Contactor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn_ 25. If this Contract is for consulting services under Chapter 2254 of the Texas Government Code, in acoorrdance with Section 2254.033 of the Texas Government Code, Contractor certifies that it does not employ an individual who was employed by System Agency or another agency at any lime daring the two years preceding the submission of any related Solicitation Response related to tfric Contract or, in the alternative, Contractor has disclosed in any related Solicitation Response the following: (i) the nature of the previous employment with System Agency or the other agency; (ii) the date the employment was terminated; and (iii) the annual rate of compensation at the timeof the employment was terminated_ 26. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to HMG under this Contractor any related Solicitation and that Contractor's provisionof the requested goods andfor services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety_ 27. Contractor understands. that HHSC does not tolerate any type of fraud- The 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 ar contractors who suspect fraud waste or abuse (including employee misconduct that would constitute find, waste, ar abuse) are required to immediately report the questionable activity to both the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6124 and the State Auditor's Office. Contractor agrees to comply with all applicable laws, rules, regulations, sod BHSC policies regarding fraud including, but not limited to, IRIS Circular C -02L 2S. The undersigned affirms under penalty of perjury of the laws of the State of Texas that (a) in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex- Bus. & COMM- Code Chapter 15; (b) in connection with this Contract and any related Solicitation Response, neither I nor any representative of the Contractor has violated any federal antitrust Law; and (c) neither I nor any representative of the Contractor has directly or indirectly communicated any of the contents of this Contract and any related Solicitation Response to a competitor of the Contractor or any other company, corporation, firm, partnership or individual engaged in the sane line of business as the Contractor. August 2418 Pap 4 ofd DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 29- 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 in numbered paragraph 1 of these Contract Affirmations Within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or senrices, or otherwise be relevant to HHSC's consideration of entering 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 HHSC 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 HHSC's consideration of entering into this Contract. In addition, Contractor aclmowledges this is a continuing disclosure requirement Contractor represents and warrants that Contractor cha11 notify HHSC in waiting within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update HHSC shall constitute breach of contract and may result in immediate contract termination. 30. Contractor represents and warrants that pursuant to Section 2270.002 of the Texas Government Code, Contractor does not boycott Israel and will not boycott Israel during the term of this Contract. 31. Contractor certifies that for contracts for senrices, Contractor shall utilize the U.S. Department of Homeland Security's E -Verify system during the term of this Contract to determine the eligibility of: (a) all persons employed by Contractor to perform duties within Texas; and (b) all persons, including subcontractors, assigned by Contractor to perform work pursuant to this Contract within the United States of America. 32. 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 33. 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, statutes, codes, and other laws that pertain to this Contract. 34. Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract Further, 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. s. 1.3 Auavit 2018 Page 5 of 6 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 35. Contractor represents and warrant" that the individual signing this Contract is authorized to sign on behalf of Contractor and to bind the Contractor. Authorized representative on behalf of Contractor must complete and sign the following: Legal Name of Contractor Signature of Authorized Date Signed Representative Printed Name and Title of Phone Number Authorized Representative Federal Employer Identification Fax Number Number DUNS Number Email Address Physical Street Address City, State, Zip Code Mailing Address, if different City, State, Zip Code v. 13 August 2018 Page 6 of 6 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 ATTACHMENT E Supplemental Conditions THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND MODIFY THE HHS UNIFORM TERMS AND CONDITIONS a. The following sections of these Uniform Terms and Conditions will not apply to interagency or interlocal contracts: i. Indemnity, Section 9.5; ii. Insurance, Section 9. 2; iii. Debt and Delinquencies, Section 3.3; and iv. Dispute Resolution, Section 9.9, SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify the 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 to the assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to the assigned 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. v. 11.15.2016 Page 1 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 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 the assigned contract manager 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. Health and medical assistance; b. Assessment of health and medical needs; c. Health surveillance; d. Medical care personnel; e. Health and medical equipment and supplies; f. Patient or community evacuation; g. In-hospital care and hospital facility status; h. Food, drug and medical device safety; i. Worker health and safety; j. Mental health and substance abuse; k. Public health information; 1. Vector control and veterinary services; and m. Victim identification and mortuary services. The Grantee has the authority to utilize approximately 5% of staff's time supporting this contract for response efforts. DSHS shall reimburse Contractor up to 5% of this contract funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Grantee shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre -event time period. Grantee shall notify the assigned contract manager in writing when this provision is implemented. SECTION 1.06 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. 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. v. 11.15.2016 Page 2 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 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. v. 11.15.2016 Page 3 DocuSign Envelope ID: AF602527-CE8B-4E1C-B205-08F6EF4BDBE2 Attachment F 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 Annette Rodriquez Signature of Authorized Representative Title of Authorized Representative Health Director Date -1- Department of State Health Services Form 4734 — June 2013 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 Attachment F 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? n 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? n 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? n Yes No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes 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. For example: John BIum:500000;Mary Redd:S0000;Eric Gant:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 ATTACHMENT G HHS DATA USE AGREEMENT This Data Use Agreement ("DUA"), effective as of the date the Base Contract into which it is incorporated is signed ("Effective Date"), is entered into by and between a Texas Health and Human Services Enterprise agency ("HHS"), and the Contractor identified in the Base Contract, a political subdivision of the State of Texas ("CONTRACTOR. 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 CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the 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 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 07101511PAA Omnibus Compliant October, 2015 TACCHO VERSION Page 1 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 (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 CON 1RACTOR 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) Ch. 521; Sensitive Personal Information defined by Texas Business and Commerce Code (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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 2 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 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 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); 169.530(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 IRIS 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)(0 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 HHS Data Use Agreement 071015H[PAA Omnibus Compliant October, 2015 TACCHO VERSION Page 3 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 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). (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. 95 CFR 164.504(e)(2)(ii)(E) and (F). (J) If PHI is subject to this Agreement, CON TRACTOR 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 toor 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(e); 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). HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 4 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 (1) Disclosure is Required by Law, provided that CON 1 RACTOR 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 CON TRACTOR 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. 95 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 164.509(e)(2)(i)(B) (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 CONIRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CON IRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CON1RACTOR, has been Destroyed or sent to HHS, and that CON TRACTOR 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 169.504(e)(2)(ii)(1) (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) HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 5 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CON1RACTOR 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 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 6 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 (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); 169.530(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)(i)(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: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • OMB Memorandum 07-16; HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 7 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 • 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 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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 8 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-OBF6EF4BDBE2 (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 169.410. (c) Name, and provide contact information to HHS for, CON 1 RACTOR'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 CON1RACTOR'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 CON 1 RACTOR's investigation and the status of the investigation; (e) A description of the types and amount of Confidential Information involved; HHS Data Use Agreement 071015HI AA Omnibus Compliant October, 2015 TACCHO VERSION Page 9 of 15 DocuSign Envelope ID: AF602527-CE13B-4E1C-B2D5-06F6EF4BDBE2 (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 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 10 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 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. (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 CON TRACTOR. Notice letters will be in CON I RACTOR'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. HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 11 of 15 DocuSign Envelope ID: AF602527-CE6B-4E1 C-B2D5-08F6EF4BDBE2 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 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 CON IRACTOR, 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 IMS 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: HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 12 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 (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, ISIS shall report the violation to the Secretary of the U.S. Depatlutent 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. 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) CON 1 RACTOR 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. HHS Data Use Agreement 071015HJPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 13 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 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 CON1RACTOR'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. 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. If any 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 HHS Data Use Agreement 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 14 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1 C-B2D5-08F6EF4BDBE2 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 071015HIPAA Omnibus Compliant October, 2015 TACCHO VERSION Page 15 of 15 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 OMB Number: 4040-0007 Expiration Date: 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 all 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.C.§§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act 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. 91-616), 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 of 1968 (42 U.S.C. §§3601 et 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 any 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 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. 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. Previous Edition Usable Standard Form 424B (Rev. 7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID: AF602527-CE8B-4E1C-B2D5-08F6EF4BDBE2 9. Will comply, as applicable, 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 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 $10,000 or more. 11. Will 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 (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. 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 (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. 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 (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 TITLE Health Director APPLICANT ORGANIZATION DATE SUBMITTED city of"corpus-'christi Standard Form 424B (Rev. 7-97) Back DocuSign Envelope ID: AF602527-CE8B-4EIC-B2D5-08F6EF4BDBE2 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 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 shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. Submission of this statement 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 statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. *APPLICANT'S ORGANIZATION city of,'Corpu`s Chr`i'sti * PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: * Last Name: *Title: * First Name: !Annette Rodrl guez. Health Director Middle Name: Suffix: * SIGNATURE: * DATE: Certificate Of Completion Envelope Id: AF602527CE8B4E1CB2D508F6EF4BDBE2 Status: Sent Subject: New $328,736; HHS00047600001; Corpus Christi - Nueces County Public Health District; DSHS/RLSS/LPHS Source Envelope: Document Pages: 65 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Signatures: 0 Initials: 0 Record Tracking Status: Original 4/24/2019 8:48:01 AM Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Signer Events Signature Timestamp Docu Envelope Originator: Texas Health and Human Services Commission 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.16 Location: DocuSign Annette Rodriquez annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Gruber david.gruber@dshs.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Sent: 4/24/2019 8:56:48 AM Viewed: 4/24/2019 10:34:45 AM Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Carbon Copy Events CMS Mailbox cm ucontracts@dshs.texas. goy Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Darlene Winzenried darlene.winzenried @h hsc.state.tx. us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Status Timestamp COPIED COPIED Timestamp Sent: 4/24/2019 8:56:47 AM Sent: 4/24/2019 8:56:47 AM Carbon Copy Events Elma Medina elmamed i na©dsh s.texas.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Isidora Prado isidorop@cctexas.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Notary Events Envelope SummaryEvents Envelope Sent Payment Events Status COPIED COPIED Signature Status Hashed/Encrypted Status Timestamp Sent: 4/24/2019 8:56:47 AM Viewed: 4/24/2019 9:02:18 AM Sent: 4/24/2019 8:56:48 AM Viewed: 4/24/2019 9:02:15 AM Timestamp Timestamps 4/24/2019 8:56:48 AM Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting June 18, 2019 Second Reading Ordinance for the City Council Meeting June 25, 2019 DATE: TO: June 7, 2019 Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning/Environmental Services DanielMc(a�cctexas.com (361) 826-7011 First Reading Ordinance — Expanding the Boundaries of Industrial District No. 2 CAPTION: Ordinance amending Ordinance No. 029958 by expanding the boundary of the City's Industrial District No. 2 to add approximately 213 acres to the current approximately 4,157 acres, with new acreage generally located between Callicoate Road and Rand Morgan Road and between State Highway 44 and the City Limit Boundary near Mallard Drive, which includes an existing industrial district facility. PURPOSE: To expand the boundary of Industrial District No. 2 by approximately 213 acres to include other industrial development in the extraterritorial jurisdiction that is immediately north of the current boundary of Industrial District No. 2. BACKGROUND AND FINDINGS: The industrial districts were originally created in the 1980s, and the boundaries of the current Industrial District No. 2 was most recently defined in 2013 by Ordinance No. 029958. The current acreage of Industrial District No. 2 is 4,157 acres and is partially occupied by Lyondell Bassell (Equistar). Additional industrial development has occurred north of Industrial District No. 2. To account for this new development adjacent to the City Limit Boundary, the boundary of Industrial District No. 2 is proposed for expansion to encompass the nearby parcels that are owned by the same industrial company, Lyondell Bassell (Equistar), and expand Industrial District No. 2 by approximately 213 acres. This expansion could yield the City approximately $66,000 in annual revenue beginning tax year 2020 in additional Industrial District No. 2 collections. All Industrial District No. 2 agreements will expire 12/31/2024, it's the intent of the city to have a new agreement negotiated and ready to go before the expiration takes place in 2024. ALTERNATIVES: City Council could choose not to approve the expansion of Industrial District No. 2. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: The proposed expansion is consistent with City Policy and the Comprehensive Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Planning City Manager's Office FINANCIAL IMPACT: El Operating o Revenue El Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibit Map Ordinance amending Ordinance No. 029958 by expanding the boundary of the City's Industrial District No. 2 to add approximately 213 acres to the current approximately 4,157 acres, with new acreage generally located between Callicoate Road and Rand Morgan Road and between State Highway 44 and the City Limit Boundary near Mallard Drive, which includes an existing industrial district facility. 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 "Industrial District No. 1 and Industrial District No. 2", herein collectively called "Industrial Districts;" Page 1 of 6 WHERAS, additional development in the area near Industrial District No. 2 has necessitated an expansion of the boundary of Industrial District No. 2 to include an additional 213 acres, which connects the current Industrial District No. 2 to the City Limit boundary near Mallard Drive; and WHEREAS, the City specifically retained its right to adjust the boundary of any Industrial District from time to time, and it is in the best interest of the citizens of the City to adjust the boundary of Industrial District No. 2 at this time. 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. Ordinance 029958 is amended by replacing that portion of Exhibit A of Ordinance 029958, which lays out the boundaries of Industrial District No. 2, with the attached Map and Metes and Bounds Showing the Boundary of Industrial District No. 2. That portion of Exhibit A laying out the boundaries of Industrial District No. 1 shall remain the same. Ordinance 029958 as amended is re -authorized. SECTION 3. 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. PASSED AND APPROVED, this the day of ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor Page 2 of 6 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: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez Page 3 of 6 Metes and Bounds Description 4,370 acres Industrial District #2 Tract STATE OF TEXAS COUNTY OF NUECES Notes, May 9, 2019 Approximately 4,370 acres of land within Nueces County, Texas, outside the city limits of the City of Corpus Christi 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-way of Farm to Market Road 1694 (Caillicoate Road), from State Highway No. 44 to Swetlick Road (County Road 44); on the north by the south right-of-way Swetlick Road, from Farm to Market Road 1694 to Farm to Market Road 24 (violet Road) and on the east right-of-way line of Farm to Market Road 24; to the present city limit line and on the east by the present city limit line and the easterly right-of-way line of Rand Morgan Road and being more fully described as follows: Beginning at the intersection of the existing north right-of-way line of State Highway 44 with the existing east right-of-way line of Farm to Market Road No. 1694 (Caillicoate Road) for the southwest corner of a 1.5 acre tract out Lot 4 of the W.B. Baker Subdivision of the Cody Partition (Volume 2, Page 16, Map Records of Nueces County, Texas), described in Document No. 2007036659 of the Official Public Records of Nueces County, Texas (Tax ID 0376-000-0400) and for the southwest corner of this District; THENCE, in a northerly direction, with the east right-of-way of Farm to Market Road No. 1694 (Caillicoate Road), approximately 8,785 feet to the intersection of said east right-of-way line of Farm to Market Road No. 1694 (Caillicoate Road) with the south right-of-way line of Swetlick Road (County Road No. 44), for the northwest corner 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. 2012000441 of the Official Records of Nueces County, Texas (Tax ID 0376-0000-2508 and for the northwest corner of this District; THENCE, in an easterly direction, with the south right-of-way line of Swetlick Road (County Road No. 44), at approximately 5,144 feet pass the northeast corner of a 153.4117 -acre tract out of Lots 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 -141/ of the Official Public Records of Nueces County, Texas (Tax ID 0376-0000-2210) and the westerly right -o f -way of said Farm to Market Road No. 24 (Violet Road) and continuing in an easterly direction to the east right -of -way of said Farm to Market Road No. 24 (Violet Road) for an interior comer 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 Equistar Chemicals, LP 66.13 -acres out of South half of tract 2 Abstract 925 Survey 414 OCL, being out of Assessors Map 139, described in Document No. 19980376- /30/MER, Official Public Records of Nueces County, Texas (Tax ID 0270 -0020-0000), a distance of approximately 5958.0 feet for the northwest corner of said Equistar Chemicals, LP 66.13 -acre tract and with the City of Corpus Christi city limits line, for corner of this District; Page 4 of 6 THENCE, in a southeasterly direction, with the above - mentioned City of Corpus Christi city limits line, at approximately 11,466 feet pass the approximate center of Mckinzie Road and continuing in a southeasterly direction, with the above- mentioned City of Corpus Christi city limits line, a total distance of approximately 21,757 feet to the intersection of said city 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 Lots 1 thru 4, Block 403 of the Rowena Shaefer Land Volume 3, Page 17, Map Records of Nueces County, Texas), described in Document No. 2008044422, Official Public Records of Nueces County, Texas (Tax ID 7911 - 0000-0210) and for a corner of this District; 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 right-of-way line of State Highway 44 for the southeast corner of said 187.47 -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 approximately 7,900 feet pass the approximate center of McKinzie Road, at approximately 18,100 feet pass the approximate center of Farm to Market Road 24 (Violet Road), in all a total approximate distance of 23,208 feet to the Point of Beginning and containing approximately 4,157 acres of land. 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 Page 5 of 6 MAP iv LINE BEARING L1 N 0-30-56 W L2 N 89-24-30 E L3 N 9-27-6 E L4 S 56-34-14 E L5 S 1-16-47 E L6 S 88-28-39 W 0 1,750 3,500 DISTANCE 8,785' 5,144' 5,958' 21,757' 645' 18,100' 7,000 1 inch = 2,500 feet DATE: MAY 9, 2019 DRAWN BY: A. OLT City of Corpus Christi Feet Rand Morgan Road i i City of / Corpus Christi / L4 / L5 " 11111 Mckinzie Rd L3 b L2 cr U County.y d 24 L6 d County Road 1694 r L1 POINT OF BEGINNING Page 6 of 6 Industrial District No. 2 Expansion Council Presentation June 18, 2019 Location Ca/alien Industrial District #1 Annaville ' Robstown xur?�; tri, 91JiuJI.b.h, Ya wit llYtA , r, Tab, IJDI, vu1lit-i 1.1: i5yr,v r nRy 2 Proposed Expansion Industrial District #4 Area of Expansion Industrial District #2 3 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of 6/18/2019 Second Reading Ordinance for the City Council Meeting of 6/25/2019 DATE: May 20, 2019 TO: Peter Zanoni, City Manager FROM: Nina Nixon -Mendez, FAICP, Director of Development Services NinaM©cctexas.com (361) 826-3276 Amendment to the City Code of Ordinances, Article I, Sec. 49-12 CAPTION: Ordinance amending Corpus Christi Code of Ordinances Section 49-12 to require applicant(s) to provide a current fair market value appraisal for the closure of improved streets, alleys, or rights-of- way, to remove payment exemption for improved alleys, and to update outdated terms or language. PURPOSE: The purpose of this ordinance is to amend language in Sec 49-12 paragraph C to require the applicant to provide a fair market value appraisal at the applicant's expense for improved streets, Additionally, it requires payment of fair market value for improved alleys and updates outdated terms or language. BACKGROUND AND FINDINGS: The Corpus Christi City Code of Ordinances Article I. Sec 49-12 currently requires the City to provide a fair market value appraisal even when the City is not initiating the application. Prior to closing a street, alley or public right-of-way, the City would obtain a fair market value appraisal of the right-of-way. If the applicant does not agree with the appraised value, then the applicant can obtain their own appraisal. The Code requires a fair market value appraisal for all applications whether improved or unimproved. The Code provides that applicants pay the fair market value for improved streets and rights-of-way, but the Code does not require payment for improved alleys. The City of Corpus Christi's Development Services Department is a fee-for-service department. The City no longer has a licensed Real Estate appraiser on staff to calculate the fair market value of a property. The fees charged for a street, alley, or public right-of-way closure application do not include charges associated with acquiring a fair market value appraisal. The cost for an appraisal can range from $1,500 to $4,500 depending upon complexity. The current street closure application fee of $605.00 does not include the extra cost associated with obtaining a fair market value appraisal. The department must contract with real estate appraisal companies to obtain a fair market value appraisal at a cost to the City. The costs associated with obtaining a fair market value appraisal for an improved street, alley or public right-of-way should be the responsibility of the originator of the request. The proposed amendments will require the applicant to provide a fair market value appraisal at the applicant's expense for improved streets, require payment of fair market value for improved alleys, and update outdated terms or language. ALTERNATIVES: Denial of the proposed amendment and continue under the existing language in this section of the City Code of Ordinances. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities and Finance Department stated no objections regarding the proposed language amendment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not Applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance PowerPoint Presentation Ordinance amending Corpus Christi Code of Ordinances Section 49- 12 to require applicant(s) to provide a current fair market value appraisal for the closure of improved streets, alleys, or rights-of-way, to remove payment exemption for improved alleys, and to update outdated terms or language. WHEREAS, City of Corpus Christi, Department of Development Services, is requesting an Ordinance amending the City Code of Ordinances, Article I, Sec 49-12 — Petition council to establish or close streets, etc., to require applicant(s) to provide a fair market value appraisal for the closure of improved rights-of-way, require payment of fair market value for improved alleys, and update outdated terms or language. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Code of Ordinances, Chapter 49, Article I, Sec 49-12 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 49-12. - Petition Council to establish or closes streets, etc. (a) All persons desiring to have the city council exercise its powers under Section 1(a)(11) of Article X of the Charter, regarding the establishment or closing of public streets, alleys, or other public ways, shall file their request with the director of development services, in writing, directed to the city council. Such request shall contain an accurate description of the street, or portion thereof, desired to be opened, closed or altered, as the case may be and attached to such request shall be a list of all owners of property abutting the street or alley and within four hundred fifty (450) feet there from, together with the last known address of all such owners. Unless all such owners of abutting property join in the request, a statement shall be attached to the request showing the reason for nonparticipation of those who have not signed the request. All grants of establishment or closing of public streets, alleys, or other public ways must be recorded in the real property records of the county in which the property is located. Prior to permitting any construction on the land, an up-to-date survey, abstracted for all streets, alleys or public ways and items of record must be submitted to the director of development services. (b) Each request shall be accompanied by the payment of a nonrefundable application fee in the amount of five hundred thirty dollars ($530.00) to cover the expense of administrative processing and a fee of seventy-five dollars ($75.00) to cover all notification and legal publication costs incurred by the city. The seventy-five dollars ($75.00) fee will be refunded if the processing of the applicant's request does not reach the notification and publication stage and the city does not incur such expenses. (c) Due to the value of the property released by the city in any action involving the closure vacation, reduction or alteration of any public street, alley or other public way, any person who acquires such property under the terms of this section shall pay to the city the fair market value. Fair market value of an improved street, alley, or right-of-way shall be established by an a current appraisal prepared or obtained by the city applicant(s) Applicants who do not agree with the city's appraisal of the value of closed strccts may secure their own appraisal, at applicant's expense, for review by the city. Appraisal must be conducted within 6 months prior to the request by an appraiser licensed by the State of Texas. An exemption or credit shall be allowed against such payments under the following circumstances: (1) No further payment shall be required for the closure vacation of all or a portion of a public alley when such property would be acquired by an abutting property owner is not improved. (2) No further payment shall be required if the closure or alteration is initiated by the city when such closure or alteration is reasonably required for the proper completion of a public improvement project. A credit equal to all or a portion of such payment shall be allowed when the person makes a simultaneous dedication of other street right-of-way designed to provide traffic circulation meeting the requirements of the master urban transportation plan or other street plan acceptable to the city. (4) No further payment shall be required for any public street or other public way established by a recorded plat, survey, deed, easement, gift or other means and which is not improved and used for any public street purpose. The term "public street purpose" is hereby defined to include, but is not limited to curbs, gutters, sidewalks, pavement, drainage ditches, water, sewer and gas lines, line poles and wires, and other public utility installations. (3) The application of any exemptions or the evaluation of any credits provided herein shall be made in the reasonable discretion of the city exercised in good faith. The payments required by the terms of this section shall be tendered in the form of a certified or cashier's check prior to the placement of the ordinance effecting the closure on the council agenda. In the event that the ordinance fails to pass, said check shall be returned. (d) All payments received by the city pursuant to this section, other than administrative fees and expenses, shall be paid into a fund which is hereby established as the "street trust account" to be used for land acquisition and improvements related to street projects in the city. SECTION 2. If for any reason any section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance shall be held to be invalid or unconstitutional by final judgment of a court of competent jurisdiction, such judgment shall not affect any other section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. The City Council hereby declares that it would have passed this Ordinance, and each section, paragraph, subdivision, sentence, clause, phrase, word, or provision thereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses, phrases, words, or provisions be declared invalid or unconstitutional. SECTION 3. Publication shall be made in the City's official publication as required by the City's Charter. SECTION 4. This ordinance is effective immediately upon passage. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Amendment to Code of Ordinances, Article I, Sec 49-12 City Council Presentation June 18, 2019 Ordinance Language ARTICLE I. — STREETS AND SIDEWALKS Sec. 49-12. — Petition Council to establish or closes streets, etc. (c) Due to the value of the property released by the city in any action involving the closure vacation, reduction or alteration of any public street, alley or other public way, any person who acquires such property under the terms of this section shall pay to the city the fair market value. Fair market value of an improved street, alley, or right-of-way shall be established by a -n a current appraisal prepared or obtained by the city applicant(s), Applicants \who do not agree with the city's appraisal of the value of closed streets may secure their own appraisal, at applicant's expense, for review by the city. Appraisal must be conducted within 6 months prior to the request by an appraiser licensed by the State of Texas. An exemption or credit shall be allowed against such payments under the following circumstances: (1) No further payment shall be required for the closure vacation of all or a portion of a public alley when such property _ ... _ .. ... _ . _ . _ .. - is not improved. Ordinance Language (2) No further payment shall be required if the closure or alteration is initiated by the city when such closure or alteration is reasonably required for the proper completion of a public improvement project. (3) A credit equal to all or a portion of such payment shall be allowed when the person makes a simultaneous dedication of other street right-of-way designed to provide traffic circulation meeting the requirements of the mastcr urban transportation plan or other street plan acceptable to the city. (4) No further payment shall be required for any public street or other public way established by a recorded plat, survey, deed, easement, gift or other means and which is not improved and used for any public street purpose. The term "public street purpose" is hereby defined to include, but is not limited to curbs, gutters, sidewalks, pavement, drainage ditches, water, sewer and gas lines, line poles and wires, and other public utility installations. Approved Street Closures From Sep 2015 thru the Present there were 10 Street and 4 Alley closure requests that were approved by Ordinance: - 5 improved streets with a payment of fair market value totaling: $160,780.43 - 5 unimproved streets - 4 alleys Staif Recommendation Approval AGENDA MEMORANDUM First Reading for the City Council Meeting of June 18, 2019 Second Reading for the City Council Meeting of June 25, 2019 DATE: May 23, 2019 TO: Peter Zanoni, City Manager THRU: Mark Van Vleck, P.E., Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Jermel Stevenson, Director Parks and Recreation jermels@cctexas.com (361) 826-3042 Ordinance Granting an Easement and Temporary Construction Easement CAPTION: Ordinance granting an easement and a temporary construction easement to Southwestern Bell Telephone, LP (SWB) across Ben Garza Park for SWB's existing facilities so that SWB can update its fiber cable system as part of the Harbor Bridge Project. PURPOSE: Southwestern Bell Telephone (SWB) is required to reconstruct an existing underground cable facility within the City's park as a result of the Harbor Bridge project. There is an existing SWB facility located within the park; however, a recorded easement could not be located by either the City or SWB. This ordinance is to establish and delineate an easement for SWB's existing facilities. BACKGROUND AND FINDINGS: The City acquired 11.07 acres of land for Ben Garza Park in 1935. In the early 1940's, Southwestern Bell Telephone installed a manhole with various telephone cable conduits within the park. The cables provided communication services to the residents in the vicinity around the park. The facility installed by SWB was gradually updated with fiber optic cables and other infrastructure. As part of the Harbor Bridge project, SWB needs to update the fiber cable system and rebuild the old manhole which serves as a cable hub. A recent search of the easement records was made at the Nueces County Clerks office. A recorded Project No.: N/A 1 EG/GH Legistar No.: 19-0814 Rev. 1 — 06/03/19 easement to SWB was not found for their facility. The possibility exists that SWB was a franchisee of the City at the time and a permit or license was issued to install their facilities. In the absence of a recorded easement or any other type of license, City has agreed to grant SWB a perpetual easement to replace what could not be located. The new easement will delineate a 20 -foot wide strip located across the park as shown on the attached Vicinity Map. A temporary construction easement will adjoin the permanent easement. SWB has provided the Easement for Underground Telecommunication Facilities for approval by City Council. The easement requires SWB to move their facilities, at their cost, if it interferes with any future City improvements. City Council approval is needed to grant any real property rights. The passage of this ordinance grants the easement and allows the City Manager or designee to execute the attached easement instrument. ALTERNATIVES: 1.) Grant this easement to Southwestern Bell Telephone, LP (Recommended) 2.) Deny the grant of the easement which could result in possible eminent domain proceedings by SWB and delays to the Harbor Bridge Project (Not Recommended) OTHER CONSIDERATIONS: Grant the easement as requested to document and delineate an easement within the park. Without documenting the underground line, there is risk of severing the fiber cable system during any future construction by the City. CONFORMITY TO CITY POLICY: The City is authorized under its home -rule authority, as well as under the grant of powers under Section 1, Article X of the Charter, to convey property. This ordinance also conforms to Section 1, Article IX of the Charter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Engineering Department Park & Recreation Department Project No.: N/A 2 EG/GH Legistar No.: 19-0814 Rev. 1 — 06/03/19 FINANCIAL IMPACT: [ ] Operating [ ] Revenue [ ] Capital [X] Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): None COMMENTS: No expenditures are requested. RECOMMENDATION: Approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Easement for Underground Telecommunications Facilities Location Map Vicinity Map Presentation Project No.: N/A 3 EG/GH Legistar No.: 19-0814 Rev. 1 — 06/03/19 Ordinance granting an easement and a temporary construction easement to Southwestern Bell Telephone, LP (SWB) across Ben Garza Park for SWB's existing facilities so that SWB can update its fiber cable system as part of the Harbor Bridge Project. Whereas, Southwestern Bell Telephone (SWB) installed a manhole with various telephone cable conduits within Ben Garza Park in the early 1940s; Whereas, SWB needs to update its fiber cable system and rebuild the manhole as part of the Harbor Bridge Project; Whereas, neither SWB nor the City could locate an easement of record for SWB's facilities located in Ben Garza Park; Whereas, in order for SWB to perform the required work on their facilities in Ben Garza Park, the City is granting an easement to delineate SWB's existing underground telecommunication facilities. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: That a 20 -foot wide Easement with a 30 -foot wide Temporary Construction Easement be granted to Southwestern Bell Telephone, LP, for the purpose of constructing, operating, maintaining, altering, relocating, repairing, replacing and removing underground telecommunication facilities across Ben Garza Park. SECTION 2: That the City Manager or designee is authorized to execute the easement and other related documents for the conveyance of the easement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED, this the day of , 2019 ATTEST: Rebecca Huerta City Secretary Mayor SOUTHWESTERN BELL TELEPHONE, L.P. EASEMENT FOR UNDERGROUND TELECOMMUNICATIONS FACILITIES THE STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL PERSONS BY THESE PRESENTS: THAT THIS EASEMENT AGREEMENT, entered into by the undersigned, CITY OF CORPUS CHRISTI, [hereinafter referred to as "GRANTOR" (whether one or more)], and SOUTHWESTERN BELL TELEPHONE, L.P., 14575 Presidio Square, Room 230, Houston, TX 77083, (hereinafter referred to as "GRANTEE"); wherein GRANTOR, in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS, and other good and valuable consideration, receipt of which is hereby acknowledged, does by these presents, GRANT, BARGAIN AND SELL, CONVEY AND CONFIRM unto GRANTEE, its associated and allied companies, its and their respective successors and assigns (hereinafter collectively referred to as "GRANTEE"), a permanent easement (hereinafter referred to as the "easement") for the purposes hereinafter set forth, upon, across, over, under and within a tract of land described in Exhibit "A", and shown on Exhibit "B", said exhibits attached hereto and incorporated herein by reference for all purposes. The easement granted herein occupies part of GRANTOR's property located in Nueces County, Texas (hereinafter referred to as the "Property"), and described as follows: Being a tract of land containing 0.2801 acre (12,203 square feet) situated in the J.M. Bargas Survey, A-17 in Nueces County, Texas being all of the residue of a called eight (8) acre tract as conveyed unto the City of Corpus Christi by deed recorded in Volume 219, Page 317 of the Deed Records of Nueces County, Texas and also being all of a called 3.07 acre tract as conveyed unto the City of Corpus Christi by deed recorded in Volume 219, Page 319 of the Deed Records of Corpus Christi, Texas. It is distinctly understood that this agreement does not constitute a conveyance of the Property, nor of the minerals therein and thereunder, but grants only a right-of-way and easement subject to the following: (a) GRANTEE hereby agrees to defend, indemnify and hold harmless the GRANTOR from and against any and all claims, demands, or causes of action of whatever nature, asserted by others which are caused by or arise in any manner out of acts or omissions of GRANTEE in the use and occupancy of the easement herein granted by GRANTEE, its employees, contractors or any other persons acting under its control. (b) The right-of-way and easement granted hereby is subject to all, if any, valid and subsisting oil, gas, sulphur, and mineral lease or leases, unitization agreements, deeds, easements, rights-of-way, restrictive covenants, mineral and royalty grants and reservations, or other instruments now of record in the appropriate records of Nueces County, Texas which affect the easement. 1 Job No. CTU -001-19 Ben Garza park (c) This easement is granted for the specific purposes of permitting GRANTEE to construct, operate, place, maintain, lay, inspect, protect, repair, alter, substitute, relocate, replace, and remove such underground electrical and telephone, telegraph, signal and other telecommunications systems and lines, circuits, and conduits, together with such other underground appurtenances thereto, as GRANTEE, its successors and assigns, may from time to time require upon, across, over, under and within said easement; the right of pedestrian and vehicular ingress to and egress from the surface of the easement utilizing the surface of easement,. (d) GRANTEE shall not have the right to construct, build, install, maintain, have, or permit any above ground structures, facilities, apparatus, lines, installations, equipment, or appurtenances to any thereof, of any kind or character, on the surface of the easement hereby granted, except necessary route markers or signs. (e) GRANTOR, its successors and assigns, shall have the right to use the surface and subsurface of the easement herein granted insofar as such use does not impair, interfere with or obstruct the use of the easement by GRANTEE, or its successors and assigns. GRANTOR shall have the right to dedicate, construct, operate, place, maintain, lay, inspect, protect, repair, alter, substitute, relocate, replace, and remove (i) roads, streets, sidewalks, and parking lots over, across, and along the easement herein granted, and (ii) electric, gas, and water lines or drainage structures, and public utility facilities across and through, and along, the easement herein granted, and such activities shall not constitute interference with said easement and the rights conveyed hereby, so long as such improvements do not impair, interfere with or obstruct GRANTEE'S use of the easement for the purposes set forth herein. (f) GRANTOR may require GRANTEE, at GRANTEE'S expense, to remove, lower or relocate GRANTEE'S telecommunications facilities situated in the Easement in the event the same materially interferes with or will materially interfere with (1) development of GRANTOR' S property; (2) any facility modifications or additions of GRANTOR; (3) any road or proposed road; or (4) any operation or proposed operation of GRANTOR. (g) Subject to the rights granted to GRANTEE as set forth herein, after the construction of GRANTEE'S telecommunications facilities and also after any later operation done or caused to be done by GRANTEE which affects GRANTOR'S Property or any part thereof, GRANTEE shall promptly restore the surface grade affected thereby to as nearly as practicable the same condition it was prior to such operations. GRANTEE shall pay GRANTOR for any damages caused by GRANTEE, its employees or persons acting under its control, during such operations. (h) GRANTOR warrants that they are the owner of the Property occupied by the easement herein granted, and that they have the right to make this conveyance and receive the consideration therefor. GRANTOR covenants that GRANTEE, its successors and assigns, may quietly enjoy the easement for the uses herein stated. In addition, GRANTOR hereby warrants and represents they have no knowledge of the existence of past or present production, storage, treatment or disposal of any toxic or hazardous waste or substance, or of hazardous/toxic waste contamination conditions applicable to the easement or GRANTOR's Property described herein, including but not limited to "hazardous substances" or "toxic substances" as defined by the Comprehensive Environment Resource Compensation and Liability Act of 1980, as amended, and the Hazardous Material 2 Job No. CTU -001-19 Ben Garza park Transportation Act, as amended and any contamination contributed by GRANTEE shall be removed forthwith by GRANTEE, and shall be solely liable thereof. GRANTOR does hereby additionally GRANT, BARGAIN AND SELL, CONVEY AND CONFIRM unto GRANTEE, its associated and allied companies, its and their respective successors and assigns, a temporary construction easement 30 feet wide for GRANTEE'S use in constructing its electrical and telecommunications systems and lines as set forth above, and all appurtenances thereto, upon, over, across, under and within a tract of land located of and adjacent to the permanent easement described in Exhibit "A" and shown on Exhibit "B" attached hereto. The herein granted temporary construction easement shall terminate sixty (60) days after the commencement of the construction and installation of GRANTEE'S telecommunications facilities into the permanent easement described herein. The easement and the temporary construction easement are hereinafter collectively referred to as the "easements". TO HAVE AND TO HOLD the herein described easements, together with all and singular the rights and appurtenances thereto belonging, unto GRANTEE, its successors and assigns, forever, and GRANTOR does hereby bind themselves, and their heirs and assigns, to warrant and forever defend all and singular the easements unto GRANTEE and its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. SIGNED AND EXECUTED this CITY OF CORPUS CHRISTI By: Name: Title: Job No. CTU -001-19 Ben Garza park day of , 2019. 3 THE STATE OF TEXAS COUNTY OF NUECES ACKNOWLEDGEMENT § § § This instrument was acknowledged before me on the . day of May, 2019, by of the City of Corpus Christi, a governmental entity. NOTARY PUBLIC IN AND FOR SAID COUNTY APPROVED AS TO LEGAL FORM, THIS 21 DAY OF (Y1 , 2019. By For THE CITY ATTORNEY et Whitehead, Assistant City Attorney CITY LEGAL DEPARTMENT After Recording, Please Return To: Mark Heidaker Property Acquisition Services, LLC. 19855 Southwest Freeway, Suite 200 Sugar Land, TX 77479 4 Job No. CTU -001-19 Ben Garza park TELECOMMUNICATION FACILITIES EASEMENT DESCRIPTION OF A TRACT OF LAND CONTAINING 0.2801 ACRE (12,203 SQUARE FEET) SITUATED IN J.M. BARGAS SURVEY, A-17 IN NUECES COUNTY, TEXAS Being a tract of land containing 0.2801 acre (12,203 square feet) situated in the J.M. Bargas Survey, A-17 in Nueces County, Texas, being all of the residue of a called eight (8) acre tract as conveyed unto the City of Corpus Christi by deed recorded in Volume 219, Page 317 of the Deed Records of Nueces County, Texas, and also being all of a called 3.07 -acre tract as conveyed unto the City of Corpus Christi by deed recorded in Volume 219, Page 319 of the Deed Records of Corpus Christi, Texas, said 0.2801 -acre tract being more particularly described by metes and bounds as follows: COMMENCING FOR REFERENCE at found 5/8" iron rod located in the south line of the residue of a called 2 -1/2 -acre tract as conveyed unto Manuel G. Martinez and Petra G. Martinez by deed recorded in Volume 739, Page 1468 of the Deed Records of Nueces County, Texas, for the northwest corner of said 3.07 -acre tract and for the northeast corner of Block 1, Lot 23 of Wilburn Addition, a subdivision plat recorded in Volume 7, Page 34 of the Map Records of Nueces County, Texas; THENCE South 01° 41' 27" East with the west line of said 3.07 -acre tract and the east line of said Lot 23, a distance of 67.96 feet to a set 5/8 -inch iron rod with yellow cap stamped "Cobb Fendley & Associates" for the northwest corner of said tract herein described and for the POINT OF BEGINNING; THENCE North 85° 20' 04" East at a distance of 167.41 feet passing the east line of said 3.07 -acre tract and the west line of said eight (8) -acre tract, continuing at a distance of 261.95 feet passing the southerly line of Howard Street (60 feet wide) (no dedication found, as occupied), continuing for a total distance of 348.71 feet to a set 5/8 -inch iron rod with yellow cap stamped "Cobb Fendley & Associates" located in the north line of said Howard Street and in a non -tangent curve to the left for a corner in the north line of said tract herein described; THENCE in a southeasterly direction with the north line of said Howard Street and said non -tangent curve to the left whose radius is 44.39 and whose central angle is 05° 21' 50" (chord bears South 86° 52' 28" East, a distance of 4.15 feet) for an arc length of 4.16 feet to a set 5/8 - inch iron rod with yellow cap stamped "Cobb Fendley & Associates" for the point of tangency and for a corner in the north line of said tract herein described; THENCE South 89° 33' 23" East continuing with the north line of said Howard Street, a distance of 256.58 feet to a found TxDOT brass disk located at the intersection of the north line of said Howard Street and the west right-of-way line of U.S. 286 (Crosstown Expressway) (width varies) and also located in the east line of said eight (8)=acre tract for the northeast corner of said tract herein described; Page 1 of 2 EXHIBIT A THENCE South 05° 43' 55" East with the east line of said eight (8) -acre tract, the east line of said Howard Street and the west right-of-way line of said U.S. 286, a distance of 20.12 feet to a set mag nail with washer stamped "Cobb Fendley Assoc." for the southeast corner of said tract herein described; THENCE North 89° 33' 23" West, being parallel to and 20.00 feet south of the north line of said Howard Street, a distance of 264.17 feet to a set mag nail with washer stamped "Cobb Fendley Assoc." for a corner in the south line of said tract herein described; THENCE South 85° 20' 04" West at a distance of 71.60 feet passing the south line of said Howard Street, continuing at a distance of 179.27 feet passing the west line of said eight (8) - acre tract and the east line of said 3.07 -acre tract, continuing for a total distance of 346.68 feet to a set mag nail with washer stamped "Cobb Fendley Assoc." located in the west line of said 3.07 - acre tract and the east right-of-way line of Howard Street (40 feet wide, Volume 7, Page 43, M.R.N.C.) for the southwest corner of said tract herein described; THENCE North 01° 41' 27" West with the west line of said 3.07 -acre tract and the east right-of-way line of said Howard Street, at a distance of 17.39 feet passing the southeast corner of said Lot 23, continuing with the west line of said 3.07 -acre tract and the east line of said Lot 23 for a total distance of 20.03 to the POINT OF BEGINNING and containing 0.2801 acre (12,203 square feet) of land, more or less. Notes: 1. All bearings shown hereon are referenced to the Texas Coordinate System, NAD83, South Zone (4205). 2. Square footage area shown is for information only and surveyor does not certify accuracy of survey to nearest square foot. 3. This metes and bounds description is referenced to a survey drawing prepared by Cobb, Fendley & Associates, Inc. dated April 4, 2019, titled "AT&T TELECOMMUNICATION FACILITIES EASEMENT SITUATED IN THE J.M. BARGAS SURVEY, A-17 IN NUECES COUNTY, TEXAS". Cobb, Fendley & Associates, Inc. TBPLS Firm Registration No. 100467 13430 NW Freeway, Suite 1100 Houston, TX 77040 Phone: 713-462-3242 Job Number 1814-056-01-02 April 4, 2019 Air v Page 2 of 2 1 r EXHIBIT A L0 0/ -0(J, DD NA NW 2N N C' 2' >2 C' C' m -C • >, m_, mom, A D O y> CO A0<A 0.101�N -4 mtr D „0 - pm WA 2NOA mTiO 8840 0 8KZBZK 02 ?coN Z O m A 2•z O a O 0 O 2 Om Pa37.Cr-,m AN Aa ZN'8 Sog •A OZD DK TN r7-, (17, Zn0 mN ZZm DO Km -i 0 m0 �••,O R* Ti N'E3 ; zi'vz 0rAn li OA o[o0 n~C 00 mm oz D p„ -t Z C0 mN (mj,O OZxr 2 (/ 00 C m Z D T 2”, D O Z rrnm Pm '<z rN" c-, K� 0Q Z2- 0 mm 6'p my O zy O A m a 8 A O N X mn z0 z;'' z �a D m N D D D N rr, z Do 0 41 < 0 > 0 y -10 Amy Z i'n 0 - m m 5 D .T01 N r N m m 2 •O QK O 7)Nm 1 ci D A Z N K m 0 8 m 00 0 1240 o i 2 z -i c 0 O -, 8 - 2 m 2 N 0 O 0 1814-056-01-02 0.2801 Acres AT&T Easement.dwa LOT 23 S 01.41'27" E 0 0 C m D C N 0 N 0 rn m z 0 2 0 2 O m rn 2 0 fN N z n 318V1 3AN010 6IOZ—YO-4 :a}oQ o` o Q 0 co O 0o A 1 C) T co W rn C co fD 0) 0 c co 0 0) '}a 0 z N m Z O v N 0 W 04 m co a Z 0 4.7 O N N 0 V1 z A m 318y1 31411 (0 1 N z C„,„ 2 ' LOT 23 O O O O a nr>�Co 2 11 II II zoo ON 01(N Z ? C 0 V p O _ N r i, o • m A C C - z as m-I 0 jZ a 0 a to �• m z H21Vd T T 0 a (n V N N W j Ol O O a sa4,W a x al so ▪ 0 0 O K O K o - rn 1 z ,LO'£9Z—M „£Z,££.613 0 f (n o '-7'; 2 0 Z 0 rn O e r- 500O 000 (P mO (K�7M NO z - ®� �V Orn DO ki0 2D 2 W N m z(.n 10 0 O0 O 0-3L,,,, 6-13-2,-- 0 -1' 0Nz 0NCz Tm D 0 m D m D ® m n N rn rn N m m V m N N d (n r - u W N 0 Z w 0 a, g COKE STREET a ; o N (60 FEET WIDE) a? v1 0 (VOLUME A, PAGE 10, g M.R.N.C.) 1 m �9 6a'// co (D Gl W N N U� rn 04 A 1 0 0 m r z 5 03 0 co MLIT O m W n o 0 O CD M 0 0 a N• ti Q X 0 �-I 0 o O C O 04 m co 2 a m ▪ N XI CO 7J s , l l'04l^ M „91,5£.00 S r U.S. 286 (CROSSTOWN EXPRESSWAY) (WIDTH VARIES) 0 w 0 rn 0 EXHIBIT B sv NUECES BAY 181 CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI SCALE: N.T.S. ORDINANCE GRANTING AN EASEMENT AND TEMPORARY CONSTRUCTION CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Oh Ordinance Granting an Easement and Temporary Construction Easement CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES %•••w to Corpus Chr sti Engineering Ordinance Granting an Easement and Temporary Construction Easement Council Presentation June 18, 2019 Project Location Corpus Chr sti Engineering SCALE: N.T.S. NUECES BAY C ORDINANCE GRANTING AN EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT CORPUS CHRISTI BAY TEXAS AIN UNIVERSITY CORPUS CHRISTI CORPUS CHRISTI NAVAL MR STATION FLOUR BLUFF Vicinity Map cgi Corpus Chr sti Engineering SWB Easement Details cs* Corpus Chr sti Engineering • City acquired Ben Garza Park property in 1935 • SWB installed cable system and manhole sometime in the 1940's • City and SWB have searched their records for permit, license or easement to SWB with no record found • SWB's has prescriptive rights for their improvements • SWB is required to update their telecommunication system in the park as a result of the New Harbor Bridge project • City will grant SWB an easement to delineate and document the location of the SWB facilities "1 Corpus Chr 1ti Engineering Questions? AGENDA MEMORANDUM First Reading Item for the City Council Meeting of June 18, 2019 Second Reading Item for the City Council Meeting of June 25, 2019 DATE: May 1, 2019 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney Email: MilesR@cctexas (361) 826-3360 Approve sale of lot at 5205 Edinburg Circle CAPTION: Ordinance approving the sale of 0.161 acres at 5205 Edinburg Circle for the highest cash offer received by real estate broker of $22,000.00 to B.B.M.M. Homes, Inc., a Texas Corporation. PURPOSE: To approve the sale of property and authorize execution of documents to finalize real estate sales transaction. BACKGROUND AND FINDINGS: On November 27, 2018, the City Council authorized real estate broker to sell the vacant residential lot at 5205 Edinburg Circle pursuant to Texas Local Government Code Section 253.014. The City has received an offer for the lot from B.B.M.M. Homes, Inc. in amount of $22,000.00. The property will be sold "As -Is". The lot is approximately 0.161 acres. ALTERNATIVES: Do not approve sale of property OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council must approve real estate transactions. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Operating x Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $22,000.00 $22,000.00 BALANCE $22,000.00 $22,000.00 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 1020 General Fund 11020 Sale of City Property 888 Revenue 343590 Sale of City Property RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract Ordinance approving the sale of 0.161 acres at 5205 Edinburg Circle for the highest cash offer received by real estate broker of $22,000.00 to B.B.M.M. Homes, Inc., a Texas Corporation. Whereas, on November 27, 2018 the City Council authorized real estate broker to sell the lot at 5205 Edinburg Circle and the broker has submitted the highest cash offer received; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The statements made in the recital paragraphs of this ordinance are true and correct and incorporated into this ordinance. SECTION 2. That the following sale of surplus property is hereby approved: 5205 Edinburg Circle, Corpus Christi, Texas, with legal description of Inverness Unit A, Block 5, Lot 6, Corpus Christi, Texas, to B.B.M.M. Homes, Inc. for $22,000.00. SECTION 3. That the City Manager is authorized to execute any and all documents necessary to complete the real estate sales transactions including but not limited to zoning and plat applications, and all closing documents including special warranty deeds. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor At, TEXAS ASSOCIATION OF REALTORS COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM 8Y PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. ©Texas Association of REALTORS, Inc. 2014 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agree to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St., Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: B.B.M.M. Homes, Inc. and or its assigns Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Tex.: at 5205 Edinburg Circle, CC, TX (address and that is legally described on the attached Exhibit A or as follows: An unimproved tract of land situated at 5205 Edinburg Circle being legally described as Inverness Unit A, Block 5, Lot 6, Corpus Christi, Nueces County, Texas. NCAD Tax ID#3697-0005-0060 See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, Tice, a interest in a+ a ie;-t0ieeraeiieeep a ee4mrttleyo-e rirpe; leree-e eE4 4-e ±( "?` (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property, and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (1f mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing (2) Sum of all financing described in Paragraph 4 (3) Sales price (sum of 3A(1) and 3A(2)) (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer 13� $ 22,000.0 0.0 22,000.0 Page I c Commercial Contract - Unimproved Property concerning 5205 Edinburg C ircle,, C, Te x a; B. Adjustment to Sales Price: (Check (1) or (2) only.) El (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ ❑ (i) square foot of ❑ total area ❑ net area. ❑ (ii) acre of ❑ total area ❑ net area. N/A per: (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net ares means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to th, Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than N/A % of the stated sales price, either party ma terminate this contract by providing written notice to the other party within N/A days after th terminating party receives the survey. If neither party terminates this contract or if the variano is less than the stated percentage, the adjustment to the sales price will be made to the cas portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: ❑ A. Third Party Financing: One or more third party loans in the total amount of $ N/A Thi contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attache Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931 Buyer will assume the existing promissory note secured by the Property, which balance at closing vvi be $ N/A ❑ C. Seller Financing. The delivery of a promissory note and deed of trust to Seller under the terms of thl attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500.00 as earnest mone with San Jacinto Title Company (titie compan; at 520 Lawrence St., Corpus Christi, TX 78401 (address) Shelly Grahmann (closer) If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any c Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposit the earnest money. B. Buyer will deposit an additional amount of $ N/A with the title company to he mad part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires: or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 51 within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer _ )56, Page 2 of 1 Commercial Contract - Unimproved Property concerning _ 5 2 0 5 fbdr_gi r cI eCCTexa; C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy issued by any underwriter of the title company in the amount of the sales price, dated at or aftr_ closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless thi contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and bounder lines, or any encroachments or protrusions, or any overlapping improvements: ® (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insuranc (the commitment) including legible copies of recorded documents evidencing title exception Seller authorizes the title company to deliver the commitment and related documents to Buyer E Buyer's address. B. Survey: Within 10 days after the effective date: ® (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey t Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Surve standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A surve under the appropriate condition. Seller will reimburse Buyer 0.00 (rose. amount) of the cost of the survey at closing, if closing occurs. D (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective datE The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards. c (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under th, appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recer survey of the Property along with an affidavit required by the title company for approval of th, existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller' expense, will obtain a new or updated survey acceptable to the title company and deliver th acceptable survey to Buyer and the title company within 20 days after Seller receives notice that th existing survey is not acceptable to the title company. The closing date will be extended daily up t, 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer wi reimburse Seller 0.00 (insert amount) of the cost of the new or updated surve at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 2 days after Buyer receives the commitment, copies of the documents evioencllig th title exceptions, and any required survey, Buyer may object in writing to matters disclosed in th items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect c encumbrance to title other than those permitted by this contract or liens that Seller will satisfy closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer Page 3 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Circle, CC, Texa: special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applie Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of th survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after SeIIE receives the objections. The closing date will be extended as necessary to provide such time t cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminat, this contract by providing written notice to Seller within 5 days after the time by which Seller mu; cure the objections. If Buyer terminates, the earnest money, less any independent consideratio under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right tl object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller' expense, will complete the following before closing: None Buyer accepts the property in its AS IS, WHERE IS conditions with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after th effective date (feasibility period) by providing Seller written notice of termination. (Check only one box. ® (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer les $._ 100.00 that Seller will retain as independent consideration for Buyer's unrestricte right to terminate. Buyer has tendered the independent consideration to Seller upon payment of th amount specified in Paragraph 5A to the title company. The independent consideration is to b credited to the sales price only upon closing of the sale. If no dollar amount is stated in thi Paragraph 7BLI) or if Buyer fails to deposit the earnest money,. Buyer will not have the right t terminate under this Paragraph 7B. (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A a< independent consideration for Buyer's right to terminate by tendering such amount to Selier c Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded t Buyer and Seller will retain the independent consideration. The independent consideration will b credited to the sales price only upon closing of the sale. If no dollar amount is stated in thi Paragraph 71321 or if Buyer fails to pay the independent consideration Buyer will not have the rigs to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be complete any and all inspections, studies, or assessments of the Property (including all improvements an, fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, c assessments that Buyer completes or causes to be completed. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer , Page 4 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinbura Cite. CC. Tex a (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer i responsible for any claim, liability, encumbrance, cause of action, and expense resulting fror Buyer's inspections, studies, or assessments, including any property damage or personal injury Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any clair involving a matter for which Buyer is responsible under this paragraph. This paragraph survive termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 5 days after the effective date, Seller will deliver t Buyer: (Check all that apply.) ❑ (weeriee=190-e ee iectoevret4 rig-te•4im-P►epertrtrleitieiiienr remeiifierttiel",retrOeiirfer# 9ioF aaerikikesofeiteie3449Ei999T ❑ (weeriee-ef- eelee:efiel.deeele.eimtfeeioergerir 4iae iatereorSue4. yef-wi +weiet&4hf+8e41e wiif4we4krerina4d+i=eorfo="efe+eiele g1 ❑ (0e4.ae aeiail-{iwe+iieoe-owiaixe eiatoag-fitoeeaeeame a teefeeia44+ealm aer a i+eerei-omol ee 1114(4110.00104204k4110404441g40411101.400p€10454 ❑ ()-eariee•ismierwkt5#4atr.e4er'eerf te<fey-#ie.Prereftr4ee4perieotofe ealei ttileeg • (e) plats of the Property; ❑ 0.)—eepieeaef=earrc+°rF•e 0reepeeirfettciivifremt.0te-Plepei°Epi.e•e+rater•ernehgeelnreligeeiriOee=pi'eefdi and ❑ (g) if any the above is in Seller's possession (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later tha 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and • (c) deliver copies of all inspection and assessment reports related to the Property that BuyE completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same mannE as on the effective date under reasonably prudent business standards; and (2) will not transfer dispose of any part of the Property, any interest or right in the Property, or any of the personal proper f or other items described in Paragraph 2B or sold under this contract. After the feasibility period end: Seller may not enter into, amend, or terminate any other contract that affects the operations of th Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effec according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease or make any amendment or modification to any existing lease without Buyer's written consent. Selle must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buye or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offset or damages; (3) any advance sums paid by a tenant under any lease; (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer ' h' Page 5 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Circle, CC Texa (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affec any lease; and (5) any amounts payable under the leases that have been assigned or encumbered, except as securit for loan(s) assumed or taken subject to under this contract. B. E•eteproef=6ettifeeteT -00 .irr--Nhor+r)r.r- #eri4ve. f.eutiee.eiztke76etit a defieerte'i3erpet'tem ea i#iea ee=ei ee4- a 4ea l e i �LLd igy-eaeiii• a a+ # a 4eaeeeiepae. + • e= l+--laeiee#e okoe i#iee ea+mea•meltrde. e.eei4iiiea ifoRe•eee+aieeil•i .+Iiieieer•lieel•4eoei® Goi. 41; •• erea.482 creewiaeie+ • •.Gov4iikoa4e•apri4-a+ oaeldiiie+okirii#•e ►a4iee•ireetisteeier I rr•# ,04- idpiera } aaidtpt§-#iwa�►eie�atrieler-iaare§tetp -4-4441, 4404=} icOrieedef ifeeitreale-eee add ipnc I iia#•era a:a#iera� ie - 8- e� iar� e -tae -era ioot da 4 I-£011 � of ''erm la®`ei ne ee4erpeiaee i #i#iee ! 9. BROKERS: A. The brokers to this sale are: Principal Broker: The Clowe r Company Cooperating Broker: _ATC Metro Properties Agent: George B. Clower Address: P.O. Box 2525 Corpus Christi, Texas 78403 Phone & Fax: 361.880.4111 E-mail: gbclower@aol.com License No.: 0428055 Principal Broker: (Check only one box) El represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. Agent: Al Ayala Address: Phone & Fax: 361.510.6172 E-mail: ala y. ho ryes@gmail. oom License No.: 418290 Cooperating Broker represents Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreemer between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specifies in the Agreement Between Brokers found below the parties' signatures to this contract. El (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: ® 4.5 % of the sales price. ❑ _N/A Cooperating Broker a total cash fee of: ❑ N/A % of the sales price. ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorize the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Cade, authorizes a broker to secure an earned commissio with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by th amendment. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer '( 61 Page 6 of 1 Commercial Contract - Unimproved Property concerning 10. CLOSING: 5205 Edinb ug Circle, CC Texas A. The date of the closing of the sale (closing date) will be on or before the later of: (1) =< Five (5) days after the expiration of the feasibility period. ❑ N/A __ (specific date). ❑ N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party fails to close by the closing date, the non -defaulting party may exercise the remedies i Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general ® special warrant deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed mug convey good and indefeasible title to the Property and show no exceptions other than those permitte under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not b, satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, c trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to th Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds a amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenu, Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by thi contract, the commitment, or law necessary for the closing of the sale and issuance of the titl policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bin Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by thi contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in th current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of thi sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinar wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is nc authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship betwee the parties. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer 2 l(6 Page 7 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Circle CC TexE 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflit with other provisions of this contract. (If special provisions are contained in an Addendum, identify th Addendum here and reference the Addendum in Paragraph 220.) See Addendum to Contract attached hereto 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penaltie and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will b prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available or th closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxe for the year in which the sale closes vary from the amount prorated at closing, the parties will adju the prorations when the tax statements for the year in which the sale closes become available. Thi Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer a reserve deposits held by the lender for the payment of taxes, insurance premiums, and othE charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriat adjustment at closing. B. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a speciE valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, c interest (assessments) for periods before closing, the assessments will be the obligation of the Seller If this sale or Buyer's use of the Property after closing results in additional assessments for period before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and th following advance payments received by Seller for periods after closing: prepaid expenses, advanc (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer _' i' Page 8 of 1 Commercial Contract - Unimproved Property concerning 5205 Ednbur• Circle CC, Texa rental payments, and other advance payments paid by tenants. Rents prorated to one party bL received by the other party will be remitted by the recipient to the party to whom it was prorated within days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failur except for any damages resulting from Buyer's inspections, studies or assessments in accordance wit Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or th commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration undE Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default an, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration undE 5,4 Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; of ( em#ereeoepeei+isopa+#er wepeeTer-s tek-e*er- e4*-etea saopmievteleei-Torr ei&itet+ 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of th condemnation proceedings and the earnest money, less any independent consideration paid undE Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any leg proceeding brought under or with relation to this contract or this transaction, such party is entitled t recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. Thi Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closin, costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may requir payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the titl company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of th demand by providing to the other party a copy of the demand. If the title company does not receiv written objection to the demand from the other party within 15 days after the date the title company ser the demand to the other party, the title company may disburse the earnest money to the party makin demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving th earnest money and the title company may pay the same to the creditors. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer 31"))( , Page 9 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Circle, CC, Tex. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursin any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company fror all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to th title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to tte title company within 7 day after receipt of the request will be liable to the other party for liquidated damages in an amount equal t the sum of: (i) three times the amount of the earnest money; (ii) the earnest money; (iii) reasonabl, attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind propertie in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses i connection with the contemplated exchange will be paid by the exchanging party. The other party wi not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully an. in good faith to arrange and consummate the exchange so as to comply to the maximum exter feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of thi contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) ❑ Prmeeife 4139le #mete=e+Hemryatt "t4efeetT"tri-O e'Frepelr'fg e,eecf m°ntr#eel'in=tfire■ett1+te4 6ermtier is epertr6errd ierrCtctterrerrt-(-T, fl_4-6$)7 ❑ l��ii4ee�as•e+��iee•i�ie�=�r��q;e=ae+��e�be��e•*�•a�+�ae�e� (•1-}—a.m+f.e+beurfapo e4 et oo, p4or• ae keels+ er•e •+oa ee+eo et (.24.—adi i elieotar.4iieaIemee144itRi+eiir•eendorn ioRreo.aeeeeemae+ a##eett+4@•#iie=.Roiefoei it (•2.).—erg ei�d+�e+ahi�aea�re�e°ei�eae•�ta##ee#••tge•eiab {•4}—w le er#14e• epei4rfe-ea.4iai-deeiiii-treeel.•#•er-tlsie-ete ate•eiisdiepeeel-e#-I4er;aeneie tteiielo. tuei*ioamaistierooikawiliofioeitmioer4igtioiaiiirei4ai .eaeEekli:e+ .# e•sooeoloieer`et (•b4.-0.get#mo-oa$ereebaetee-eeotoi - wakewalertioea■#ew a e#li4eaw-fi atiearJeae-ease iga+iatrie•+ elm('te-4iiie-co4 ei0•#iaat-i.a eiieei �a#eete•#4ie•#ealtii-e4•er •iam}•eeei•i{eapte+•er~et44 lrr4a+ e• s4ma+i iaiatsoof.ap .Rat4 .a,+a .amici=64.ww •o0.ic#edii.eia•4.kie. o 4 F64'e-a+i + e leiaeieraegimele#*awek ..€eelerroi.opetcte-4a;wei" oti ,• is=#4kie• ett+54 =errry�4iweetter+e•tiewerrdetTieled3epeee+-4ite+PO4et.err4l epeietir (4)— ohoy iposeer•eoimie4- a eeinkei:i•e444+ee4=0iss4e+y •iraspsts• ia•4iae* etaer# s. e+oie amts, cio data go. ci= •orci iagaji.aics. ef.tiae•i rciiaor#4+. Fes-aia+f=eaiatii#ieiameiayiaae4;**Iei e4la@o4doieiatee"aia,6• @kioaer:.eogoiaaraeav (Describe any exceptions to (1)-(10) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective whe hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notice to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any disput related to 'this contract that may arise. If the dispute cannot be resolved by negotiation, the parties wi submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs c (TAR 1802) 4-1-14 Initialed for Identification by Seller and Buyer tli` Page 10 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Circle, CC Te.xL a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph doe not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, an. permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder c this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and a counterparts, collectively, constitute one agreement. ®®OOOOOO®o Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; ( Goe eieioitk6e+i its.. i g.444Ae► I ET,4 } (•2}.-Qpee werfieieia emerOy.gpos9ek ie4it-, a ei ew0 4.498}! (•4}—be wereial.8e +iae+. lee l ,40.1Seeeial9 e+iiefeepe-4 4$48: (44-411eiiee= e= leoha000. . fleala epe+4rr e� a4e+6=8ieirie+. 4a444B (44—Peleleomeki ► #ei&6eee4el9ea. e+4r(-T-°rR'440*t ( —94ddc durrr+er=iat'epertir eee4eei•49e everti,e0s+li eiE tatteeeeele1idWa'w 4$ (8) Information About Brokerage Services (TAR -2501); and (9) See attached addendum and Exhibit B (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which at promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer ® may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieve, of any future liability under this contract only if the assignee assumes, in writing, all obligations an liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times fc performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, c legal holiday, the time for performance is extended until the end of the next day which is not a Saturda} Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations' the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, c Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainagE or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver an' Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of th district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about t purchase may be located in a certificated water or sewer service area, which is authorized by law t provide water or sewer service to the properties in the certificated area. If your property is located in certificated area there may be special costs or charges that you will be required to pay before you ca (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer 1"/ Page 11 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinb urg arcle, CC, Texa receive water or sewer service. There may be a period required to construct lines or other facilitie necessary to provide water or sewer service to your property. You are advised to determine if th property is in a certificated area and contact the utility service provider to determine the cost that yo will be required to pay and the period, if any, that is required to provide water or sewer service to yon property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or befor the execution of a binding contract for the purchase of the real property described in the notice or closing of purchase of the real property.' The real property is described in Paragraph 2 of this contract D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of th state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area propert to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas NaturE Resources Code, requires a notice regarding the seaward location of the Property to be included a part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be include in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexatio by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. T determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalitie located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environment assessments, or inspections to determine compliance with zoning, governmental regulations, or laws Buyer should seek experts to perform such services. Buyer should review local building code ordinances and other applicable laws to determine their effect on the Property. Selection of expert inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualifie to determine the credit worthiness of the parties. 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or se the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Propert is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation o recommendation as to the legal sufficiency, legal effect, or tax consequences of this document c transaction. CONSULT your attorney BEFORE signing. Seller- City of Corpus Christi, a Texas municipal corporation Buyer:_B.B.M.M. Homes, Inc. By: By: By (signature): By (signature): Printed Name: Printed Name: '=• p �9 Title: Title: By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 4-1-14 Page 12 of 1 Commercial Contract - Unimproved Property concerning 5205 Edinburg Cir c1e CC, Texa AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1) is effective) Principal Broker agrees to pay ATC Metro Properties (Cooperating Broker) fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: • $ ,or ❑ 2.25 % of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closinc This Agreement Between Brokers supersedes any prior offers and agreements for compensation betwee brokers. Principal Broker: 7 -5 2 Cooperating Broker: By: The Clower Company Seller's attorney: ATTORNEYS Buyer's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Address: Phone & Fax - E -mail: Buyer's attorney requests copies of documents, notices, and other information: D the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ❑ B. earnest money in the amount of $ in the form of on Title company: By: Assigned file number (GF#): Address: Phone & Fax: E-mail: (TAR -1802) 4-1-14 Page 13 of 1 EXHIBIT A 33 rn 34 ti I coxa I1,� 4. tr LIJ • "c -Si 35 7.50' POINT OF BEGINNING i�_>_— 36 LEANIN3S ARE WRN RE RD CE TO NE SOVMRITERLY MGM-oF-W LINE OF EOPSURO CIRCLE AS MORN= ON PIAT Of tJVERNo3 UNIT A Al RECORDED IN VCUM 411, PAGES 7172 Of THE NAP RECORDS OF 'RACES =SOY, TEXAS INVERNESS UNIT A VOL . 48, PGS. 71 — 72 M. R. N. C. T. 7 20' s c. 6 N. "'02'OO`E B3.56' -71 1114'440P41/0101.NINNIIIIIIMICEMA CURVE DATA: R = 34,50' L 6.27' CHORD - N82'02'53"E 6.25' POINT OF COMMENCEMENT 5 - 1 m MAPTO ACCOMPANY F1ELD NOTES. Sc.19155526 OLIn Fest E-10Total J.E. —J U M.R.NFCUND >JP IRECORDS.OF NCUETTCES COUNTY, TEXAS. OWNER: 6' (II7LTW EASKIOt4T ® crrY of CORPUS CARL= TEXAS CRY of CORPUS DOC. 2006021957 O.P.R.N.C.T, FIRM5 - CAPITAL PRDGRAI/S SIA4KY.4CiMTY - 361 -126 -.'SX EELNC A TRACT OF LANG CONTAINNNG 42E SO, FT. "(0.01 AC.1 our OF IAT 0, OL.DCK 5, INK1tliCiS UNIT A AS RECORDED IN VOLUME 48, PAGES 71 - 72 OF THE MAP RECORDS OF NUECES COUNri, TEXAS. Orb. o1 SIM Dwv « R ODf P.O./ 4' a AMMO n.lwe m one nowscisLocaouran THE CLOWER COMPANY Brokerage I Management I Development P.O. Box 2525 Corpus Christi, TX 78403 ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and B.B.M.M. Homes and/or its assigns ("BUYER") 1. This contract is contingent upon final approval and unanimous vote from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyers sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that the Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." Seller's Initial's , Buyer's Initial's_/) C' . EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's initial's , Buyer's Initial's (2(5' . AGENDA MEMORANDUM First Reading Item for the City Council Meeting of June 18, 2019 Second Reading Item for the City Council Meeting of June 25, 2019 DATE: May 1, 2019 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney Email: MilesR@cctexas (361) 826-3360 Approve sale of lot at 7101 Edgebrook Drive CAPTION: Ordinance approving the sale of 0.1431 acres at 7101 Edgebrook Drive for the highest cash offer received by real estate broker of $20,000.00 to Rebecca Christine Brandauer. PURPOSE: To approve the sale of property and authorize execution of documents to finalize real estate sales transaction. BACKGROUND AND FINDINGS: On November 27, 2018, the City Council authorized real estate broker to sell the vacant residential lot at 7101 Edgebrook Dr. pursuant to Texas Local Government Code Section 253.014. The City has received an offer for the lot from Rebecca Christine Brandauer in amount of $ 20,000.00. The property will be sold "As -Is". The lot is approximately 0.1431 acres or 6235 square feet. ALTERNATIVES: Do not approve sale of property OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council must approve real estate transactions. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Operating x Revenue ❑ Capital x Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $20,000.00 $20,000.00 BALANCE $20,000.00 $20,000.00 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: 1020 General Fund 11020 Sale of City Property 888 Revenue 343590 Sale of City Property Comments: None RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract Ordinance approving the sale of 0.1431 acres at 7101 Edgebrook Drive for the highest cash offer received by real estate broker of $20,000.00 to Rebecca Christine Brandauer Whereas, on November 27, 2018 the City Council authorized real estate broker to sell the lot at 7101 Edgebrook Dr. and the broker has submitted the highest cash offer received; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The statements made in the recital paragraphs of this ordinance are true and correct and incorporated into this ordinance. SECTION 2. That the following sale of surplus property is hereby approved: 7101 Edgebrook Dr. Corpus Christi, Texas, with legal description of Club Estates South Lot 6, Block 1, Corpus Christi, Texas, to Rebecca Christine Brandauer for $20,000.00. SECTION 3. That the City Manager is authorized to execute any and all documents necessary to complete the real estate sales transactions including but not limited to zoning and plat applications, and all closing documents including special warranty deeds. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez That the foregoing ordinance was read for the second time and passed finally on this the day of 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor TEXAS ASSOCIATION OF REALTORS COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM 8Y PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS1]IS NOT AUTHORIZED. Texas Association of REALTORSGG. Inc. 2014 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St., Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: Rebecca Christine Brandauer Address: 6816 Hergotz Ln Austin TX 78742 Phone: 254.289.1357 E-mail: equinebalance.info@gmail.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 7101 Edgebrook Dr.. CC. TX (address) and that is legally described on the attached Exhibit A or as follows: An unimproved tract of land situated at 7101 Edgebrook Drive being legally described as Club Estates South, Block 1, Lot 6, Corpus Christi, Nueces County, Texas. NCAD Tax ID# 1653-0001-0060 See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges. and appurtenances pertaining to the Property, including Seller's right, title, and interest in (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ 20,000.00 (2) Surn of all financing described in Paragraph 4 $ 0.00 (3) Sales price (sum of 3A(1) and 3A(2)) $ 20,000.00 (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer Page 1 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph GB. (a) The sales price is calculated on the basis of $ N/A per: ❑ (i) square foot of ❑ total area ❑ net area. ❑ (ii) acre of ❑ total area Cl net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; ❑ (11) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than N/A % of the stated sales price, either party may terminate this contract by providing written notice to the other party within N/A days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: ❑ A. Third Party Financing: One or more third party loans in the total amount of $ N/A . This contract: D (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931). Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A ❑ C. Seiler Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500.00 as earnest money with San Jacinto Title Company (title company) at 520 Lawrence St., Corpus Christi, TX 78401 (address) Shelly Grahmann (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ N/A with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 4-1-14 Initialed for Identification by Seller �2C and Buyer , Page 2 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies. conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read 'shortages in areas" at the expense of ❑ Buyer D Seller. (3) Within 5 days after the effective date. Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seiler authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 10 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer 0.00 (insert amount) of the cost of the survey at closing, if closing occurs. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seiler will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense. will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller 0.00 (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 2 days after Buyer receives the commitment. copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a (TAR -1802) 4-1-14 Initialed for Identification by Seller !2C and Buyer Q , Page 3 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas special flood hazard area (an "A" or "V' zone as defined by FEMA). If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seiler may; but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required. Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None Buyer accepts the property in its AS IS, WHERE IS conditions with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seiler written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 100.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money. Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies. or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense. may complete or cause to be completed any and all inspections. studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property: (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. �2C (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer Page 4 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 5 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) ❑ ( • (e) plats of the Property; D y I, tt. , a f, e' , tl ,, r1 -p— t, v� . , ,d v". and • (g) if any the above is in Seller's possession V I,_, . F. I.r v (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ® (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and a[I copies that Buyer made of those items; • (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and I (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease. or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (TAR -1802) 4-1-14 Initialed for Identification by Seller and BuyerRC Page 5 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook., CC Texas (4) any concessions. bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. . w;ll,;, N/A J ft ti tf t.v Jeal 0 11 11,11 l D 9. BROKERS: A. The brokers to this sale are; Principal Broker. The Clower Company Cooperating Broker: Century 21 Best of the Best Agent: George B. Clower Agent: Erkan Ozbent Address: P.O. Box 2525 Address: 6802 Saratoga Blvd. Corpus Christi, Texas 78403 Phone & Fax: E-mail: 361.880.4111 Corpus Christi, Texas 78414 Phone & Fax: 361.444.4020 gbclower©aol.com E-mail: erkanozbent@hotmail.com License No.: 0428055 Principal Broker: (Check only ane box) ® represents Seiler only. D represents Buyer only. ❑ is an intermediary between Seller and Buyer. License No.: 670701 Cooperating Broker represents Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) ® (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. Li (2) At the dosing of this sale. Seller will pay: Principal Broker a total cash fee of: N/A % of the sales price. ❑ N/A Cooperating Broker a total cash fee of: ❑ N/A % of the sales price. . ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code. authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer g , Page 6 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC Texas 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) ® Ten (10) days after the expiration of the feasibility period. © N/A (specific date). D N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party fails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general ® special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will riot be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance. or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller: (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms: and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract. the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect: and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to dose the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 4-1-14 Initialed for Identification by Seller 12C and Buyer , Page 7 of 13 Untitled Printed: 9:2218 AM 12122/2015 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC Texas 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See Addendum to Contract attached hereto 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan. taxes, rents, and any expense reimbursements from tenants will be prorated through the dosing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes. penalties, or interest (assessments) for periods before closing. the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer RC, Page 8 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract. Buyer is in default and Seller. as Seller's sole remedy(ies). may terminate this contract and receive the earnest money, as liquidated damages for Buyers failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 70(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money. less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; ec 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; Or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorneys fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. if the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer f2C Page 9 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to tte title company within 7 days after receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the earnest money; (ii) the earnest money; (iii) reasonable attorney's fees: and (iv) all costs of suit. G. ❑ Seller D Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) ❑ A. C4IIV1 Vf ally I IIuLV1; i J� f, Vt lV u.. PI„r,ul ly ,„„NI „ �t t J 11 tl1, ulluVi 1� J ❑�11 111.1 „lul ty oel,J;t;�l1 CtetLl11v1 .t (TAf1 1400) (Describe any exceptions to (1)-(10) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested. or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. 0 B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of 1 (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer , Page 10 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC Texas a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and a!I counterparts, collectively, constitute one agreement. ®®❑❑❑❑❑❑®P Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (8) Information About Brokerage Services (TAR -2501); and (9) See attached addendum and Exhibit B (Note: Counsel for the Texas Association of REAL TORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer 123 may ❑ may not assign this contract. If Buyer assigns this contract. Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below. that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can (TAR -1802) 4-1-14 Initialed for Identification by Seller and Buyer RC, Page 11 of 13 Commercial Contract - Unimproved Property concerning 6099 Ennis Joslin Rd., CC, Texas receive water or sewer service. There may be a period required to construct lines cr other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. ❑. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys. engineering studies, environmental assessments, or inspections to determine compliance with zoning. governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes. ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. seller: City of Corpus Christi, a Texas municipal corporation Buyer: Rebecca Christine Brandauer By: By: SIRED 05/03/2019 s's11:36 AM C By (signature): By (signature): P Printed Name: Printed Name: Title: Title: By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 4-1-14 Page 12 of 13 Commercial Contract - Unimproved Property concerning 7101 Edgebrook Dr., CC, Texas AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay Century 21 Best of the Best (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: • $ N/A or ® 2.25 °/o of the sales price, or ❑ N/A % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at dosing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker The Clower Company Cooperating Broker: Century 21 Best of the Best By: By: ATTORNEYS Seller's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date): ❑ B. earnest money in the amount of $ in the form of Title company: on Address: By: Phone & Fax: Assigned file number (GF#): E-mail: (TAR -1802) 4-1-14 Page 13 of 13 r/ EXHIBIT A An unimproved tract of land situated at 7101 Edgebrook Drive being legally described as Club Estates South, Block 1, Lot 6, Corpus Christi, Nueces County, Texas. NCAD Tax ID# 1653-0001-0060 Seller's Initial's , Buyer's Initial'sRC . THE CLOWER COMPANY Brokerage I Management I Development P.O. Box 2525 Corpus Christi, TX 78403 ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and REBECCA CHRISTINE BRANDAUER ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyers sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that the Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." Seller's Initial's , Buyer's Initial's RC . EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's 127 , Buyer's Initial's AGENDA MEMORANDUM City Council Meeting of June 18, 2019 DATE: TO: FROM: May 29, 2019 Peter Zanoni, City Manager Jermel Stevenson, Director, Parks and Recreation Department JermelS@cctexas.com 826-3464 The FY20 & 21 Corpus Christi Summer Games of Texas is a sanctioned event supported by the Texas Amateur Athletic Federation. The event is patterned after the Olympic Games providing athletes the opportunity to compete in over 10 sporting events held in venues across the City of Corpus Christi for athletes of all ages and skill levels. STAFF PRESENTER(S): Name 1. Jermel Stevenson 2. Becky Perrin OUTSIDE PRESENTER(S): Name 1. Paulette Kluge Title/Position Department Director Parks & Recreation Assistant Director Parks & Recreation Title/Position Chief Ex. Officer Organization CC Convention & Visitors Bureau BACKGROUND: The Games of Texas are a series of amateur Olympic -style events held each summer and winter in the state of Texas. They are organized by the Texas Amateur Athletic Federation (TAAF) and are part of the National Congress of State Games. Medalists from the Games qualify to participate in the State Games of America, a biennial multi -sport event. In July 2012 and 2013, the Parks and Recreation Department hosted the Summer Games of Texas. The two-year event had an estimated $15,000,000 economic impact for the City of Corpus Christi. Participants, family members, coaches, sponsors and spectators filled hotels, restaurants, beaches and all the entertainment venues that the City had to offer. Because the Games were so successful, the Parks & Recreation Department submitted an application to TAAF in 2016 to host the Games of Texas for Summer FY20 and 21 and was chosen as host once again. With financial support from the Corpus Christi Convention and Visitors Bureau, the department is excited to once more represent the City of Corpus Christi as host of a premier athletic event, the Texas Amateur Athletic Federation's Games of Texas for FY20 and 21. LIST OF SUPPORTING DOCUMENTS: PowerPoint — FY20 & 21 Summer Games of Texas Games of Texas 2020 - 2021 CORPUS CHRISTI PARKS& RECREATION Council Presentation June 18, 2019 tC'v3.4ccAPRN �.r®if Games of Texas 40 ricA,,, CORPUS CHRIST! RECREATION In FY2012 and 2013 the City of Corpus Christi Parks and Recreation Department was chosen by the Texas Amateur Athletic Association to host the Summer Games of Texas. Due to the success of those games, and the economic impact for the City, the Parks & Recreation Department chose to submit a bid to host the Games of Texas for the summer of FY2020 and 2021 and won! Economic Benefits TAAF Games of Te x s Summer 2012-2013: P. Over 155000 Visitors sis Million Loca Economic Impact Hosting the TAAF Games of Texas Summer 2020-2021! Games of Texas 2012 and 2013 4, ricit,‘ CORPUS CHRIST! RECREATION • The two-year event generated an economic impact of approximately $15,000,000. Approximately 10,000 participates and 20,0000 families, friends, coaches, spectators, and visitors filled the Cities: • Hotels • Restaurants • Beaches and • Entertainment Venues 4 Games of Texas 2012 and 2013 iiii i,„_,.....R;\ CORPUS CHRIST! RECREATION • Opening Ceremony • Baseball • Boxing • Skateboarding • Softball • Triathlon • Swimming • Table Tennis • Golf • Fencing • Tennis • Judo Games of Texas July 30- August 2, 2020 July 29- August 1, 2021 Proposed Events 4 ricit,‘ CORPUS CHRIST! RECREATION • Opening Ceremony * • Baseball • Boxing * • Disc Golf • Fencing • Golf * • Sand Volleyball • Softball • Swimming * • Table Tennis • Tennis * • Track and Field * *Required Events 9 Games of Texas 2020 and 2021 4 ricAN CORPUS CHRIST! RECREATION Questions ? 10